Extract to table

1 of the License Agreement provides that Penterra shall indemnify, defend, and hold harmless Meridian and its Affiliates — including Meridian Pharma (Shanghai) Co

Each sublicense must contain indemnification terms that are no less protective of Penterra's rights than the corresponding provisions of the License Agreement

An individual claim must first exceed the $150,000 de minimis threshold to qualify as an indemnifiable loss

Upon assuming control of the defense, the Indemnifying Party shall diligently prosecute the defense to a final conclusion or settlement

However, to the extent the Indemnified Party actually receives insurance proceeds with respect to a loss for which indemnification has been paid, the Indemnified Party must promptly reimburse the Indemnifying Party in the amount of such insurance proceeds (net of any costs of recovery), to prevent double recovery

Meridian is required to conduct a quarterly reconciliation of Territory net prices against the applicable U