definiens: means any loss, damage, claimor liability ( joint or several ) to which an Indemnified Person hereto may become subject under the Securities Act, theExchange Act, or other federal or state law, insofar as such loss, damage, claim or liability ( or any action in respectthereof ) arises out of or is based upon : ( i ) any untrue statement or alleged untrue statement of a material factcontained in any registration statement of the Company, including any preliminary prospectus or final prospectuscontained therein or any amendments or supplements thereto ; ( ii ) an omission or alleged omission to state therein amaterial fact required to be stated therein, or necessary to make the statements therein not misleading ; or ( iii ) anyviolation or alleged violation by the Company ( or any of its agents or Affiliates ) of the Securities Act, the ExchangeAct, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or anystate securities law . For the avoidance of doubt, nothing contained in this Section 5 shall diminish or otherwise affectthe rights of Investor or any other Indemnified Party ( as defined in the Option and Collaboration Agreement ) ofInvestor to indemnification pursuant to the terms of the Option and Collaboration Agreement