Common use of Infringement Clause in Contracts

Infringement. In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,

Infringement. In Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within the event that it is reasonably likely that a claim will be successfully brought by a Third Party Field of Use have the exclusive right, but not the obligation, to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptlyinitiate and maintain, at its own expense and optionexpense, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described an appropriate suit anywhere in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that world against any Third Party commences who at any proceeding against Purchasertime is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, Supplier and/or and shall control any Sublicensee related such action for which it exercises such right. Subject to the Isconova Technology which results Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in the enjoinment such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of cooperating with such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser action. Alnylam shall have the right to immediately terminate recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Agreement pursuant Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to Section 6.2(a) andbring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the extent not already performedother Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), Supplier shall perform and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,suit for infringement under this Section.

Infringement. In 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall notify LICENSOR in writing concerning LICENSEE’S knowledge of any infringement or of the event reasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, using, or selling the allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to whether reasonable cause exists to believe that it there has been an infringement. LICENSEE is reasonably likely that a claim will be successfully brought by a Third Party to a court authorized under the provisions of Chapter 29 of Title 35, United States Code, or other governmental agency of competent jurisdiction that the Manufacturestatutes, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly(a) to bring suit in its own name, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claimexpense, and on its own behalf, for infringement of the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a)LICENSED PATENT, and (b) or in any such suit, to enjoin infringement and to collect for its use, damages, profits and awards of whatever nature, recoverable from such infringement, subject to payment of royalties due to JOINT OWNERS, and further, (c) to settle any claim or suit for infringement of the first sentence of LICENSED PATENT, as by granting a sublicense under this Section 5.5 must not result in any change AGREEMENT. With respect to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days royalties due to JOINT OWNERS from LICENSEE’S successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to JOINT OWNERS. The authority to bring suit is subject to the continuing right of the date of the infringement claim, Purchaser shall be relieved of its obligation United States to order its purchase requirements of Licensed Adjuvants from Supplier as set forth bring suit itself or to intervene in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4LICENSEE’S suit; and, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereundereither event, the terms of such Section 6.11 LICENSEE shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product give LICENSOR reasonable notice and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,assistance.

Infringement. 11.1 In the event that it there is reasonably likely infringement within the Field by a third party of any patent licensed to JJMI hereunder, JJMI shall notify SHP in writing to that effect, including with such written notice, evidence establishing a claim prima facia case of infringement by such third party. During the one hundred twenty (120) day period after notice to SHP by JJMI, SHP will be successfully have the right, but not the obligation to bring suit against the alleged infringer. SHP shall bear the expenses of any suit brought by a Third Party to a court it, shall retain all damages or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale monies awarded or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use received in settlement of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant suit. JJMI will cooperate with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result SHP in any change to the Adjuvant Specifications such suit and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(aconsult with SHP and be represented by its own counsel at its own expense. If, after the expiration of said one hundred twenty (120) anddays from the date of such notice, SHP has not brought suit against a third party infringer, then JJMI shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to bring suit against such infringer and join SHP as a party plaintiff provided that JJMI shall bear all expenses of such suit. SHP will cooperate with JJMI in any suit for infringement of the extent not already performedLicensed Patent brought by JJMI against a third party and shall have the right to consult with JJMI and to participate in and be represented by independent counsel in such litigation at its own expense. JJMI shall incur no liability to SHP as a consequence of such litigation or any unfavorable decision resulting therefrom, Supplier including any decision holding SHP's patent(s) invalid or unenforceable. Damages awarded or received in settlement shall perform a Technology Transfer as set forth be paid to JJMI in Section 6.3(csatisfaction of all expenses of such suit; any remainder shall be shared fifty percent (50%) upon Genocea’s request,to JJMI and fifty percent (50%) to SHP.

Infringement. In the event that it is reasonably likely that a claim will be successfully brought either party becomes aware of any actual or suspected infringement of any Licensed Patent by a Third Party to third party as a court or other governmental agency result of competent jurisdiction that the Manufacture, storage, importationmanufacture, sale, distribution, offer for sale or use of any Product in any business channel and territory covered by Article II, paragraph 1 of this Agreement, it shall promptly notify the Licensed Adjuvant infringes any patent or other proprietary right of any Third Partyparty in writing. AVON shall have the sole initial right, Supplier in its sole discretion, to bring THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. and prosecute suit against such third party, and OMP shall promptlycooperate, at its own expense and optionAVON’s sole expense, either: a) procure in any such suit. Except to the extent provided for Purchaser the right to continue the storageherein, importation, sale, offer for sale or use all expenses of such Licensed Adjuvant; b) replace suit shall be borne by, and any recovery obtained or awarded shall belong to, AVON. After AVON has recovered all of its attorneys’ fees, court costs and damages for infringing sales made by such third party (calculated using the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described royalty rate set forth in the preceding sentence is reasonably likelyArticle III herein), the Parties will engage mutually agreeable patent counsel AVON shall pay to deliver a final determination as to the reasonable likelihood OMP out of such remaining, if any, recovery or award, all of OMP’s damages as a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claimby such third party. Notwithstanding the foregoing, Purchaser AVON shall not be required to pay to OMP any amount above such remaining, if any, recovery or award. In the event that AVON elects not to bring suit against such third party within three (3) months after learning of the actual or suspected infringement, and diligently prosecute such suit thereafter, OMP may, at OMP’s sole expense, and with AVON’s reasonable approval, bring suit against such third party and join AVON as a co-plaintiff. AVON agrees to cooperate with OMP in the prosecution of such suit at no cost or expense to AVON. OMP shall bear the full cost and expense of such suit, including enforcing and defending the Licensed Patents, and shall be relieved entitled to retain recovery from such suit, provided that, after OMP has recovered all of its obligation attorney’s fees and court costs, OMP shall first pay to order its purchase requirements AVON all the royalties due for sales of Licensed Adjuvants from Supplier as the infringing products at the royalty rate set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c)Article III herein. Supplier’s obligations hereunder OMP shall not apply to settle such suit in any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s way that shall affect the rights under this Agreement and/or of AVON or the LCA. Notwithstanding anything to the contrary in this Agreement scope, validity or Section 5.4, in the event that Section 6.11 any other aspect of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunderLicensed Patents. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Infringement. In the event that it is reasonably likely If a third party claims that a claim will be successfully brought [***] or any other material [***] developed by a Third Party to Supplier hereunder, infringes its patent, copyright, trade xxxx, trade secret, industrial design, topographies or other Intellectual Property rights anywhere in the world, Supplier shall and does hereby indemnify and hold JDSU harmless from and against all claims and other amounts incurred by JDSU in connection with such third party claim, including without limitation any monetary relief awarded against JDSU by a court or other governmental agency judicial, legal or arbitral process, authority or jurisdiction, or a final settlement amount, if any, as a result of competent jurisdiction that such third party claim and Supplier shall also, at Supplier’s cost, defend JDSU against the Manufacturethird party claim, storageduring which defense, importationJDSU may be independently represented, saleat Supplier’s cost, offer for sale or use by counsel of JDSU’s selection. JDSU shall promptly notify Supplier of such claim and, at Supplier’s cost, cooperate in the Licensed Adjuvant infringes any patent or defense and all related negotiations. In addition to the other proprietary right of any Third Partyobligations set out in this Section, Supplier shall promptlycontinue to supply Products and shall use its commercially reasonable efforts, at its own expense and optioncost, either: a) to procure for Purchaser JDSU and its customers the right to continue using, importing, exporting and selling the storageProduct; or with the consent of JDSU, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant same with a comparable non-infringing Licensed Adjuvants of equivalent function and performance; Product or c) modify such Licensed Adjuvants the Product so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to avoid the reasonable likelihood infringement. Where Supplier has not been able to successfully implement either of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses these options within ninety (90) days of the date Supplier first learning of the infringement claim, Purchaser shall be relieved of its obligation JDSU may [***] immediately by written notice to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such requestSupplier, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement and may *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 14 [***] pursuant to Section 6.2(a) andthis Agreement. Notwithstanding the foregoing, to the extent not already performedexcept for Improvements or New Technology solely created by Supplier hereunder, Supplier shall perform a Technology Transfer as set forth in have no obligation to JDSU under this Section 6.3(c) upon Genocea13.2 where the claims relate solely to JDSU’s request,Property, JDSU Product designs provided to Supplier or material provided by JDSU to Supplier.

Infringement. In the event that it is reasonably likely that a claim LIFECOMM will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, defend at its own expense any action against AMAC brought by a third party to the extent that the action is based upon a claim that the Device or any other component of the AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and optionLIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, either: athat are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors, officers, and employees against any costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to become, the subject of an infringement claim, LIFECOMM may, at its option and expense, either (i) procure for Purchaser AMAC the right to continue exercising the storage, importation, sale, offer for sale rights licensed to AMAC in this Agreement; or use of such Licensed Adjuvant; b(ii) replace or modify the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; Device or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) other component of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall applyAMAC Bundle, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event so that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product it becomes non-infringing and (ii) the underlying claim of such proceeding in clause (i) is not directly remains functionally equivalent. This subsection states LIFECOMM’s entire liability and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon GenoceaAMAC’s request,sole and exclusive remedy for infringement claims and actions.

Infringement. In pHoenix shall undertake at pHoenix's own expense the event defense of any suit or action for infringement of pHoenix's patents or technology brought against RAICHEM, which suit or action results from the sale of any PRODUCTs, provided that it is reasonably likely that a RAICHEM shall have promptly advised pHoenix in writing of each notice or claim will be successfully brought of infringement received by a Third Party to a court RAICHEM and of the commencement of the suit or action. pHoenix shall hold RAICHEM harmless from damages or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale sums which may be assessed or use may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. pHoenix shall have sole charge and direction of the Licensed Adjuvant infringes any patent or other proprietary right defense of any Third Partysuch suit or action and of all negotiations for such settlement, Supplier but shall promptly, use commercial reasonableness and shall consult with RAICHEM with regard to the defense or settlement of any such suit or action. RAICHEM shall be obligated to render all reasonable assistance which may be required by pHoenix at pHoenix's expense. RAICHEM may retain counsel of its own selection and at its own expense to advise and optionconsult with pHoenix's counsel. pHoenix may not settle any suit or action without the consent of RAICHEM, either: a) procure for Purchaser if by such settlement RAICHEM is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the right PRODUCTs supplied by pHoenix are found to continue be infringing on a third-party patent, pHoenix will negotiate in good faith with the storagethird party to obtain a license to use the third party's technology and, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel if pHoenix fails to deliver a final determination as to the reasonable likelihood of obtain such a successful claimlicense, and the Parties will split the costs related or if pHoenix is subject to such counsel equally. Any action taken by Supplier under clause (a)a permanent injunction, (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser then RAICHEM shall have the right to immediately either terminate this Agreement pursuant by giving written notice of termination to Section 6.2(a) andpHoenix, to and return for full credit all inventory on hand, or negotiate with the extent not already performed, Supplier infringed party for such a license. pHoenix's indemnification resulting from any infringement on third party patent shall perform exclude RAICHEM's costs involved in negotiation with any infringed party for such a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,license.

Infringement. 9.1 In the event that it there is reasonably likely that a claim will be successfully brought infringement within the Field by a Third Party to a court or other governmental agency third party of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right licensed to JJMI hereunder, JJMI shall notify BIO-PLEXUS in writing to that effect, including with such written notice, evidence establishing a prima facie case of any Third Partyinfringement by such third party. If, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as prior to the reasonable likelihood expiration of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause one hundred twenty (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90120) days of from the date of such notice, BIO-PLEXUS overcomes the prima facie case of infringement, obtains a discontinuance of such infringement claimor brings suit against the third party infringer, Purchaser then the obligation of JJMI to pay royalties under such Licensed Patent shall continue unabated. BIO-PLEXUS shall bear the expenses of any suit brought by it, shall retain all damages or other monies awarded or received in settlement of such suit. JJMI will cooperate with BIO-PLEXUS in any such suit and If, after the expiration of said one hundred twenty (120) days from the date of such notice, BIO-PLEXUS has not overcome the prima facie case of infringement, obtained a discontinuance of infringement, or brought suit against a third party infringer, then JJMI shall be relieved of its all obligation to order its purchase requirements make payment of Licensed Adjuvants from Supplier further royalties under the patent being infringed until such time as set forth either the third party infringement has ceased or suit for infringement has been filed by BIO-PLEXUS. In addition, JJMI shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to bring suit against such infringer and join BIO-PLEXUS as a party plaintiff provided that JJMI shall bear all expenses of such suit. BIO-PLEXUS will cooperate with JJMI in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any suit for infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding Licensed Patent brought by JJMI against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product third party and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant consult with JJMI and to Section 6.2(aparticipate in and be represented by independent counsel in such litigation at its own expense. JJMI shall incur no liability to BIO-PLEXUS as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding BIO-PLEXUS' patent invalid or unenforceable. Damages awarded or received in settlement shall be paid to JJMI in satisfaction of all expenses of such suit; any remainder shall be shared fifty percent (50%) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(cJJMI and fifty percent (50%) upon Genocea’s request,to BIO-PLEXUS.

Infringement. In the event that it is reasonably likely that a claim LIFECOMM will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, defend at its own expense any action against AMAC brought by a third party to the extent that the action is based upon a claim that the Device or any other component of the AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and optionLIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, either: athat are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors, officers, and employees against any costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to become, the subject of an infringement claim, LIFECOMM may, at its option and expense, either (i) procure for Purchaser AMAC the right to continue exercising the storage, importation, sale, offer for sale rights licensed to AMAC in this Agreement; or use of such Licensed Adjuvant; b(ii) replace or modify the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; Device or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) other component of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall applyAMAC Bundle, as applicable, so that it becomes non-infringing and remains functionally equivalent. This subsection states LIFECOMM’s entire liability and AMAC’s sole and exclusive remedy for infringement claims and actions. *** denotes language for which American Medical Alert Corp. will request confidential treatment pursuant to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 the rules and regulations of the LCASecurities Act of 1933, in as amended. Confidential portions portions have been omitted and will be filed separately with the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product Securities and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,Exchange Commission.

Infringement. In the event (a) The Vendor agrees that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufactureshall defend, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly------------ indemnify and hold harmless, at its own expense expense, all suits and optionclaims against the Owner for infringement or violation of any patent, either: a) procure for Purchaser trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the right to continue United States or in any other territory where Vendor has approved the storage, importation, sale, offer for sale deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Products or ----------------------------- any component thereof. The Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such Licensed Adjuvantinfringement or violation, provided that the Owner shall cooperate in all -------- ---- reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; bprovided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for Losses (a "Claim") replace is to be made by a ----- party entitled to indemnification hereunder against the relevant Licensed Adjuvant Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to ------------ the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within twenty (20) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects to: (i) defend such lawsuit or action; (ii) employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense; and (iii) compromise or settle such Claim, which compromise or settlement shall be made only with non-infringing Licensed Adjuvants the written consent of equivalent function and performance; the Owner (which may not be unreasonably withheld), unless such compromise or c) modify settlement includes an unconditional release of any claims against the Owner in which event such Licensed Adjuvants so that they become non-infringing without detracting from function or performancewritten consent of the Owner shall not be required. If the Parties disagree on whether Vendor fails to assume the occurrence and/or success defense of a claim described in such Claim within twenty (20) calendar days after receipt of the preceding sentence is reasonably likelyClaim Notice, the Parties Owner against which such Claim has been asserted will engage mutually agreeable patent counsel (upon delivering notice to deliver a final determination as such effect to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (bVendor) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement pursuant and for any final judgment (subject to Section 6.2(a) andany right of appeal), and the Vendor agrees to indemnify and hold harmless the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,Owner from and against any Losses by reason of such settlement or judgment.

Infringement. 8.1 In the event that it there is reasonably likely infringement of the PATENTS, the PARTIES shall notify each other in writing to that a claim effect. During the one hundred twenty (120) day period after such notice, SSC will be successfully have the right, but not the obligation to bring suit against the alleged infringer. SSC shall bear the expenses of any suit brought by a Third Party to a court it and shall retain all damages or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale monies awarded or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use received in settlement of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performancesuit. If SSC elects to bring suit, SSC shall have the Parties disagree final decision on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel all matters relating to deliver a final determination as to the reasonable likelihood of such a successful claim, litigation and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claimsettlement discussions; provided, however thathowever, that SSC shall not enter into any settlement agreement or take any position in addition litigation, and shall take reasonable efforts to all rights of Purchaser under Section 6.11 of the LCAprevent Tyco from entering into any settlement or taking any position in litigation, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of compromises or adversely impacts the rights granted to Purchaser LICENSEE under this Agreement (including, but not limited to, the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers) without LICENSEE's prior written consent. LICENSEE will use reasonable efforts to cooperate with SSC in Section 3.1 of the LCA, Purchaser any such suit and shall have the right to immediately terminate this Agreement pursuant consult with SSC and be represented by its own counsel at its own expense. All reasonable costs incurred by LICENSEE associated with providing such cooperation to SSC will be paid by SSC. In the event either SSC or Tyco, without LICENSEE's prior written consent, enters into any settlement agreement or takes any position in litigation that eliminates the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers, the minimum annual royalties specified in Section 6.2(a5.2 hereof shall automatically be reduced by one-half. If, after the expiration of said one hundred twenty (120) anddays from the date of such notice, SSC has not brought suit against a third party infringer, then LICENSEE shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to bring suit against such infringer and join SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. LICENSEE shall retain all damages or other monies awarded or received in settlement of such suit. SSC will reasonably attempt to cooperate with LICENSEE in any suit for infringement of the extent not already performedsubject patent brought by LICENSEE against a third party and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE shall be paid by LICENSEE. Where it is necessary for LICENSEE to have standing to file the suit, Supplier SSC shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,assign limited concurrent rights to the licensed PATENTS for the terms of the suit.

Infringement. In the event (a) The Vendor agrees that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufactureshall defend, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptlyindemnify and hold harmless, at its own expense expense, all suits and optionclaims against the Owner for infringement or violation of any patent, either: a) procure for Purchaser trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the right to continue United States or in any other territory where Vendor has approved the storage, importation, sale, offer for sale deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Products or any component thereof. The Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such Licensed Adjuvantinfringement or violation, provided that the Owner shall cooperate in all reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; bprovided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for Losses (a "Claim") replace is to be made by a party entitled to indemnification hereunder against the relevant Licensed Adjuvant Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with non-infringing Licensed Adjuvants the written consent of equivalent function and performance; the Owner (which may not be unreasonably withheld), unless such compromise or c) modify settlement includes an unconditional release of any claims against the Owner in which event such Licensed Adjuvants so that they become non-infringing without detracting from function or performancewritten consent of the Owner shall not be required. If the Parties disagree on whether Vendor fails to assume the occurrence and/or success defense of a claim described in such Claim within fifteen (15) calendar days after receipt of the preceding sentence is reasonably likelyClaim Notice, the Parties Owner against which such Claim has been asserted will engage mutually agreeable patent counsel (upon delivering notice to deliver a final determination as such effect to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (bVendor) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement pursuant and for any final judgment (subject to Section 6.2(a) andany right of appeal), and the Vendor agrees to indemnify and hold harmless the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,Owner from and against any Losses by reason of such settlement or judgment.

Infringement. (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the event that prosecution of such suit. Sublicensee shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is reasonably likely that a claim deemed inadvisable or DE MINIMIS, no such action will be successfully brought required by a Third Party to a court or other governmental agency of competent jurisdiction that the ManufactureECC; however, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptlyECC's Licensor shall, at its own expense cost and optionexpense, either: ahave the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (1) procure for Purchaser have the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant consult with non-infringing Licensed Adjuvants of equivalent function Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser thereafter shall have the right to immediately terminate this Agreement pursuant receive, from time to Section 6.2(atime, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an alleged infringer, and (ii) andhave the right, at ECC's or its Licensor's, as applicable, own expense, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth be represented by counsel in Section 6.3(c) upon Genocea’s request,an advisory capacity in any legal proceedings initiated by Sublicensee.

Infringement. (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the event that prosecution of such suit. Sublicensee shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is reasonably likely that a claim deemed inadvisable or DE MINIMIS, no such action will be successfully brought required by a Third Party to a court or other governmental agency of competent jurisdiction that the ManufactureECC; however, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptlyECC's Licensor shall, at its own expense cost and optionexpense, either: ahave the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (i) procure for Purchaser have the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant consult with non-infringing Licensed Adjuvants of equivalent function Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser thereafter shall have the right to immediately terminate this Agreement pursuant receive, from time to Section 6.2(atime, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an allege infringer, and (ii) andhave the right, at ECC's or its Licensor's, as applicable, own expense, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth be represented by counsel in Section 6.3(c) upon Genocea’s request,an advisory capacity in any legal proceedings initiated by Sublicensee.

Infringement. (a) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the event that prosecution of such suit. Sublicensee shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is reasonably likely that a claim deemed inadvisable or DE MINIMIS, no such action will be successfully brought required by a Third Party to a court or other governmental agency of competent jurisdiction that the ManufactureECC; however, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptlyECC's Licensor shall, at its own expense cost and optionexpense, either: ahave the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (i) procure for Purchaser have the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant consult with non-infringing Licensed Adjuvants of equivalent function Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser thereafter shall have the right to immediately terminate this Agreement pursuant receive, from time to Section 6.2(atime, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an alleged infringer, and (ii) andhave the right, at ECC's or its Licensor's, as applicable, own expense, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth be represented by counsel in Section 6.3(c) upon Genocea’s request,an advisory capacity in any legal proceedings initiated by Sublicensee.

Infringement. In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser shall have the right to immediately terminate this Agreement pursuant to Section 6.2(a) and, to the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,

Infringement. In the event (a) Vendor agrees that it is reasonably likely that a claim will be successfully brought by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufactureshall defend, storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly------------ indemnify and hold harmless, at its own expense expense, all suits and optionclaims against Owner, either: a) procure Affiliates and Related Operators, and the respective officers, directors, employees and affiliates of each of the foregoing (collectively, the "Owner Indemnified Parties"), for Purchaser ------------------------- infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the right to continue United States or in any other territory where Vendor has approved the storage, importation, sale, offer for sale deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), ---------------------------- covering, or alleged to cover, the Products or any component thereof. Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which Vendor agrees, may be assessed against, or incurred by, any of the Owner Indemnified Parties on account of such Licensed Adjuvant; b) replace infringement or violation, provided that the relevant Licensed Adjuvant Owner Indemnified Parties involved shall cooperate in all reasonable respects with non-infringing Licensed Adjuvants of equivalent function Vendor and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described its attorneys in the preceding sentence is reasonably likelyinvestigation, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood trial and defense of such a successful claim, lawsuit or action and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim appeal arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claimtherefrom; provided, however thathowever, that the Owner Indemnified Parties may, at their own cost, participate in addition the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to all rights insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against ----- Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to Vendor as soon as practicable after the party entitled to ------------ indemnification becomes aware of Purchaser any fact, condition or event which may give rise to Losses for which indemnification may be sought under Section 6.11 this Contract, provided, however, no delay on the part of the LCA, Owner Indemnified Parties in the event that notifying Vendor shall relieve Vendor from any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related obligation hereunder unless (and then solely to the Isconova Technology which results extent) Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the enjoinment service of the researchcitation or summons). Vendor shall be entitled, developmentif it so elects, commercialization and/or sale of a Licensed Product and (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the underlying claim same, at Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner Indemnified Parties involved (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner Indemnified Parties in which event such written consent of the Owner Indemnified Parties shall not be required. If Vendor fails to assume the defense of such proceeding in clause Claim within fifteen (i15) is not directly and principally attributable to activities conducted by Purchaser outside the scope calendar days after receipt of the rights granted Claim Notice, the Owner Indemnified Parties against which such Claim has been asserted will (upon delivering notice to Purchaser in Section 3.1 of the LCA, Purchaser shall such effect to Vendor) have the right to immediately terminate this Agreement undertake, at Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of Vendor. In the event an Owner Indemnified Party assumes the defense of the Claim due to the Vendor's failure to assume the defense of such claim within fifteen (15) calendar days, such Owner Indemnified Party will keep Vendor reasonably informed of the progress of any such defense, compromise or settlement. Vendor shall be liable for any settlement of any action effected pursuant to Section 6.2(a) andand in accordance with this Contract and for any final judgment (subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the extent not already performed, Supplier shall perform a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,Owner Indemnified Parties from and against any Losses by reason of such settlement or judgment.

Infringement. In Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, losses, damages, fees, costs and expenses, including without limitation reasonable attorneys' fees, incurred by Buyer resulting from a third party claim, suit, action or proceeding (a "Claim") alleging that the System, or any Deliverable contained therein, infringes a third party U.S. patent or copyright or misappropriates any third party's trade secrets; provided that Buyer (i) promptly notifies Seller in writing of such Claim; (ii) provides Seller sole control of the defense or settlement of such Claim; and (iii) provides Seller assistance at Seller's request and reasonable expense. Buyer may participate in the defense or settlement of the Claim at its own expense. If a final injunction is obtained against Buyer for use of the System, or any Deliverable, or if Seller reasonably believes that such injunction is likely, Seller will, at its option and its expense, either (i) procure for Buyer the right to continue using the infringing product, or (ii) modify the infringing product so that it becomes non-infringing. If in Seller's opinion either of the above is not commercially feasible, Buyer shall promptly cease selling Systems, as applicable, and Seller shall refund to Buyer an amount equal to the royalties paid by Buyer for the infringing Deliverable or amounts paid for the infringing units, depreciated on a five-year straight line basis, calculated backwards from the date of infringing event (i.e., payments made on the day of the infringing event would be refunded fully, and payments made five (5) years prior to the event that would not be refunded at all, with a linear decrease in-between). Seller will have no liability or obligation to indemnify for any claim arising from (i) the combination of the System or any Deliverable with Buyer or third party materials or intellectual property, unless it is reasonably likely that a claim will be successfully brought determined by a Third Party to a court or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or use of Deliverable is the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use infringing element of such Licensed AdjuvantClaim; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope modification or translation of the rights granted to Purchaser in Section 3.1 System or any Deliverable; (iii) any use by Buyer of the LCA, Purchaser shall have Deliverable after Buyer becomes aware that the right to immediately terminate this Agreement pursuant to Section 6.2(aSystem or Deliverable may be infringing; or (iv) and, to the extent not already performed, Supplier shall perform any Improvements created by a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,party other than Seller.

Infringement. In RAICHEM shall undertake at RAICHEM's own expense the event defense of any suit or action for infringement of RAICHEM's United States patents brought against XXXXXX in the United States, which suit or action results from the sale of any PRODUCTs, provided that it is reasonably likely that a XXXXXX shall have promptly advised RAICHEM in writing of each notice or claim will be successfully brought of infringement received by a Third Party to a court XXXXXX and of the commencement of the suit or action. RAICHEM shall hold XXXXXX harmless from damages or other governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale sums which may be assessed or use may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. RAICHEM shall have sole charge and direction of the Licensed Adjuvant infringes any patent or other proprietary right defense of any Third Partysuch suit or action and of all negotiations for such settlement, Supplier but shall promptly, use commercial reasonableness and shall consult with XXXXXX with regard to the defense or settlement of any such suit or action. XXXXXX shall be obligated to render all reasonable assistance which may be required by RAICHEM at RAICHEM's expense. XXXXXX may retain counsel of its own selection and at its own expense to advise and optionconsult with RAICHEM's counsel. RAICHEM may not settle any suit or action without the consent of XXXXXX, either: a) procure for Purchaser if by such settlement XXXXXX is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the right PRODUCTs supplied by RAICHEM are found to continue be infringing on a third-party patent, RAICHEM will negotiate in good faith with the storagethird party to obtain a license to use the third party's technology and, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel if RAICHEM fails to deliver a final determination as to the reasonable likelihood of obtain such a successful claimlicense, and the Parties will split the costs related or if RAICHEM is subject to such counsel equally. Any action taken by Supplier under clause (a)a permanent injunction, (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser then XXXXXX shall have the right to immediately either terminate this Agreement pursuant by giving written notice of termination to Section 6.2(a) andRAICHEM, to and return for full credit all inventory on hand, or negotiate with the extent not already performed, Supplier infringed party for such a license. RAICHEM's indemnification resulting from any infringement on third party patent shall perform exclude XXXXXX'x costs involved in negotiation with any infringed party for such a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,license.

Infringement. In the event that it is reasonably likely that a BNY will indemnify and hold harmless Customer with respect to any liability, damages, loss or claim will be successfully incurred by or brought against Customer by a Third Party to a court reason any claim or infringement against any patent, copyright, license or other governmental agency property right arising out or by reason of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or Customer's use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall promptly, Electronic Services in the form provided under this Appendix. BNY at its own expense and optionwill defend such action or claim brought against Customer to the extent that it is based on a claim that the Electronic Services in the form provided by BNY infringes any patent, either: a) procure for Purchaser the right to continue the storagecopyrights, importationlicense or other property right, sale, offer for sale or use provided that BNY is provided with reasonable written notice of such Licensed Adjuvant; b) replace claim, provided that the relevant Licensed Adjuvant Customer has not settled, compromised or confessed any such claim without the BNY's written consent, in which event BNY shall have no liability or obligation hereunder, and provided Customer cooperates with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described assists BNY in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood defense of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to activities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, Purchaser BNY shall have the right to immediately terminate this Agreement control the defense of all such claims, lawsuit and other proceedings. If, as a result of any claim of infringement against any patent, copyright, license or other property right, BNY is enjoined from using the Electronic Services, or if BNY believes that the Electronic Services is likely to become the subject of a claim of infringement, BNY at its option may in its sole discretion either (a) at its expense procure the right for the Customer to continue to use the Electronic Services, or (b) at its expense replace or modify the Electronic Services so as to make it non-infringing, or (c) may discontinue the license granted herein upon written notice to Customer. SCHEDULE A Part 1 Name Tax Identification Number ---- ------------------------- Part 2 Tax Name Address Signature Identification Number ---- ------- --------- --------------------- SCHEDULE I CERTIFICATE OF AUTHORIZED PERSONS (THE FUND - ORAL AND INSTRUCTIONS) The undersigned hereby certifies that he/she is the duly elected and acting ________________________ of ____________ (the "Fund"), and further certifies that the following officers or employees of the Fund have been duly authorized in conformity with the Fund's Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York ("Custodian") pursuant to Section 6.2(a) andthe Custody Agreement between the Fund and Custodian dated _______________, to and that the extent not already performedsignatures appearing opposite their names are true and correct: Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of Authorized Persons you may currently have on file. [seal] By: --------------------------- Title: Date: SCHEDULE II I, Supplier shall perform ______________, a Technology Transfer as set forth in Section 6.3(c) upon Genocea’s request,_______________ with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Servxxx Xxxxxn Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal