CHOOSING IN THE DEFENSE
AND/OR SETTLEMENT OF SUCH CLAIM.
THE INDEMNITOR WILL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE INDEMNITEE, ENTER INTO ANY SETTLEMENT OR AGREE TO ANY
DISPOSITION OF THE APPLICABLE CLAIM THAT IMPOSES ANY CONDITIONS OR OBLIGATIONS
ON THE INDEMNITEE.
THE FAILURE TO DELIVER WRITTEN NOTICE TO THE INDEMNITOR
WITHIN A REASONABLE PERIOD OF TIME AFTER THE COMMENCEMENT OF ANY SUCH CLAIM WILL
NOT RELIEVE SUCH INDEMNITOR OF ANY LIABILITY TO THE INDEMNITEE UNDER THIS
SECTION 8 EXCEPT TO THE EXTENT SUCH FAILURE IS PREJUDICIAL TO THE INDEMNITOR'S
ABILITY TO DEFEND SUCH CLAIM.
THE INDEMNITEE AND ITS REPRESENTATIVES, AT THE
INDEMNITOR'S REQUEST AND EXPENSE, WILL PROVIDE FULL INFORMATION AND REASONABLE
ASSISTANCE TO THE INDEMNITOR AND ITS LEGAL REPRESENTATIVES WITH RESPECT TO THE
APPLICABLE CLAIM SUBJECT TO INDEMNIFICATION.
IT IS UNDERSTOOD THAT ONLY A PARTY
MAY CLAIM INDEMNIFICATION UNDER THIS SECTION 8 (ON ITS OWN BEHALF OR ON BEHALF
OF ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES), AND SUCH PARTY'S
AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES MAY NOT DIRECTLY CLAIM
INDEMNIFICATION HEREUNDER.
9
--------------------------------------------------------------------------------
8.4
INSURANCE.
EACH PARTY WILL MAINTAIN LIABILITY INSURANCE, WITH
REPUTABLE AND FINANCIALLY SECURE INSURANCE CARRIERS, AT LEVELS CONSISTENT WITH
INDUSTRY STANDARDS BASED UPON SUCH PARTY'S RESPECTIVE ACTIVITIES AND
INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
UPON REQUEST, EACH PARTY WILL
FURNISH TO THE OTHER PARTY CERTIFICATES ISSUED BY THE APPLICABLE INSURANCE
COMPANY(IES) EVIDENCING SUCH INSURANCE.
9.
MISCELLANEOUS.
9.1
RELATIONSHIP OF THE PARTIES.
THE PARTIES ARE INDEPENDENT
CONTRACTORS AND NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED TO PLACE
THEM IN THE RELATIONSHIP OF PARTNERS, PRINCIPAL AND AGENT, EMPLOYER/EMPLOYEE OR
JOINT VENTURER.
NEITHER PARTY WILL HAVE THE POWER OR RIGHT TO BIND OR OBLIGATE
THE OTHER PARTY, NOR WILL EITHER PARTY HOLD ITSELF OUT AS HAVING SUCH AUTHORITY.
9.2
USE OF NAME.
NEITHER PARTY WILL USE THE NAME, LOGO OR
TRADEMARK OF THE OTHER PARTY IN ANY ADVERTISING, PUBLICITY OR OTHER PROMOTIONAL
ACTIVITIES WITHOUT SUCH OTHER PARTY'S PRIOR WRITTEN CONSENT, UNLESS SUCH USE IS
REASONABLY NECESSARY TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS AND SUBJECT
TO CLAUSE (B) OF SECTION 5.4.
9.3
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER
THIS AGREEMENT BY EITHER PARTY WILL BE IN WRITING (IN ENGLISH) AND WILL BE
DELIVERED TO THE APPLICABLE PARTY AT ITS RESPECTIVE ADDRESS SET FORTH BELOW BY
PERSONAL DELIVERY, E-MAIL, REPUTABLE INTERNATIONAL COURIER OR REGISTERED OR
CERTIFIED MAIL.
NOTICES WILL BE DEEMED GIVEN ON THE DATE RECEIVED IF DELIVERED
PERSONALLY, ON THE NEXT BUSINESS DAY IF SENT BY E-MAIL OR INTERNATIONAL COURIER,
OR FIVE (5) DAYS AFTER THE DATE POSTMARKED IF SENT BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID.
If to OntoChem:
OntoChem GmbH
Blücherstr. 24, D-06120 Halle (Saale)
Germany
Attention: Chief Executive Officer
E-mail: 
If to Anixa:
Anixa Biosciences, Inc.
3150 Almaden Expressway, Suite 250
San Jose, CA 95118
U.S.A.
Attention:
Chief Executive Officer
E-mail:

10
--------------------------------------------------------------------------------
9.4
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF