Extract to table

It is intended solely as a basis for negotiation and does not create, and shall not be construed to create, any legally enforceable rights or obligations

Section 2: Defined Terms For purposes of this Indemnification Term Sheet, and as proposed for incorporation into the definitive MCTA, the following capitalized terms shall have the meanings set forth below

Additional defined terms may be added or modified in connection with the negotiation and finalization of the MCTA, and in the event of any inconsistency between the definitions set forth herein and those ultimately adopted in the executed MCTA, the definitions in the executed MCTA shall control

1 shall not apply to the extent that Claims arise from or are attributable to any of the following circumstances: (i) Negligence or Willful Misconduct of Site Parties

For the avoidance of doubt, a Protocol Deviation that qualifies as a Medically Necessary Protocol Deviation and that is reported to the Sponsor's medical monitor within twenty-four (24) hours of occurrence, with a complete written report submitted within seventy-two (72) hours, shall not trigger this carve-out, and Claims arising from or in connection with such Medically Necessary Protocol Deviations shall remain within the scope of Sponsor's indemnification obligations under Section 3

cases of concurrent or comparative fault), the allocation of liability and indemnification responsibility as between Penterra and the applicable Indemnified Site Party(ies) shall be determined on the basis of comparative fault principles