Licensed Product(s) (including as a result of any illness, injury or death to persons (including employees, agents or contractors of AveXis or its Sublicensees) or damage to property); (ii) any infringement of Third Party patents or misappropriation of Third Party know-how by a Licensed Product other than by the AskBio Patent Rights; (iii) claims or actions by any Necessary Sublicensee arising from or based on a breach of AveXis obligations under a sublicense agreement; or (iv) the gross negligence, recklessness or willful misconduct of AveXis or its Sublicensees or any of their respective Third-Party agents or subcontractors in the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, AveXis shall not be liable for any Claims to the extent any such Claims are caused by or arise from any act or omission by any AskBio Indemnitee for which AskBio is obligated to indemnify AveXis pursuant to Section 11.2(a).
11.3 Procedures. If any Claim covered by Section 11.2 is brought, the indemnifying Partys obligations are conditional upon the following:
(a) the indemnified Party shall promptly notify the indemnifying Party in writing of such Claim; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is actually prejudiced by such failure or delay;
(b) the indemnifying Party shall assume, at its cost and expense, the sole defense of such Claim through counsel selected by the indemnifying Party and reasonably acceptable to the other Party, except that those indemnified may at its option and expense select and be represented by separate counsel;
(c) the indemnifying Party shall maintain control of such defense and/or the settlement of such Claim;
(d) the indemnifying Party shall not have authority to consent to the entry of any judgment or to enter into any settlement or otherwise to dispose of such Claim without the prior written consent of the indemnified Party, such consent not to be unreasonably withheld or delayed; and
(e) the indemnifying Party shall pay the full amount of any judgment, award or settlement with respect to such Claim and all other costs, fees and expenses related to the resolution thereof.
TERM AND TERMINATION.
12.1 Term. Unless earlier terminated in accordance with this Agreement, the term of this Agreement (the Term) shall commence on the Effective Date and shall automatically terminate upon the expiration and payment of all payment obligations by AveXis hereunder.
(a) Termination without Cause. AveXis shall be entitled to terminate this Agreement upon six (6) months advanced written notice to AskBio.