Common use of Expense Advances Clause in Contracts

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except in Notwithstanding any provision of this Agreement to the circumstances set forth in Section 2.4 and subject to Article 5contrary, the Corporation will, if requested by Indemnitee, advanceCompany shall make Expense Advances, to the fullest extent permitted not prohibited by applicable law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding Claim (or any part of any Claim) not initiated by Indemnitee, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after its final disposition)disposition of any Claim. Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(e), or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement provided for in this Article 3advancement, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances advances claimed. Execution Indemnitee shall qualify for advances upon the execution and delivery to the Corporation Company of this Agreement by Indemnitee constitutes Agreement, which shall constitute an undertaking by the providing that Indemnitee undertakes to repay any the amounts paid, advanced or reimbursed by (without interest) to the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 3 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”), to the extent that the Company is permitted to do so under applicable law; provided that, if and to the extent the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to the reimburse the Company) any and for all Expenses actually and reasonably such amounts theretofore paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with the Proceeding then in question. Without affecting the generality of the foregoing, the Company may advance moneys for costs, charges and expenses incurred by the offer in defending any Applicable Proceeding civil or criminal proceedings against the Indemnitee, on condition that the Indemnitee shall repay the advance if any allegation of fraud or dishonesty is proved against them. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (whether prior as to which all rights of appeal therefrom have been exhausted or after its final dispositionhave lapsed). Indemnitee’s right obligation to each reimburse the Company for Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will Advances shall be unsecured and no interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within five (5) days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) relating to, arising out of or resulting from any and all Expenses actually and reasonably Proceeding related to an Indemnifiable Event paid or incurred (even if unpaid) by Indemnitee or on behalf which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of Indemnitee in connection with any Applicable the Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each which the Expense Advance will not be subject to the satisfaction was related, were in excess of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, amounts paid or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement payable by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, . Indemnitee’s right to such Expense Advance is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is not entitled to indemnification hereunderunder this Agreement with respect to the Proceeding or Indemnifiable Event. No other This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 2(b) or 2(f). In connection with any Expense Advance, Indemnitee shall execute and deliver to the Company an undertaking in the form of undertaking attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which shall not be secured and shall not bear interest and shall be required other than accepted by the execution Company without reference to Indemnitee’s ability to repay the Expense Advances. In no event shall Indemnitee’s right to the payment, advancement, or reimbursement of Expenses pursuant to this Agreement.Section 2(c) be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Tyco Management shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction disposition of any standard of conduct and will Proceeding. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement, . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Company that meets the requirements of ORS 60.397 or under provisions of any successor provision providing that the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense Advanceadvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Oregon to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except Subject to Section 5(b), Indemnitee shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in his or her defense. In selecting counsel, experts and consultants, Indemnitee shall consider whether his or her interests reasonably permit him or her to retain such persons along with other indemnitees; provided, however, that this Agreement shall not require such joint retentions. In the circumstances set forth event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in Section 2.4 and subject to Article 5part out of) an Indemnifiable Event, the Corporation willCompany shall, if requested by Indemnitee, advance, prior to the fullest extent permitted by lawfinal disposition of a Proceeding, advance to Indemnitee any and all Expenses incurred in connection with such Proceeding (hereinafter an “Expense Advance”) any and all within thirty (30) calendar days after the receipt by the Company of a written request for such advance or advances from time to time. Such written request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of the Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition)and for which advancement is requested. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible The Indemnitee shall qualify for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the such Expense Advances claimed. Execution upon the execution and delivery to the Corporation Company of this Agreement by Indemnitee constitutes which shall constitute an undertaking by providing that the Indemnitee undertakes to repay any amounts paidsuch Expense Advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, advanced or reimbursed by the Corporation pursuant not subject to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceedingappeal, that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No other form of undertaking Indemnitee’s obligation to reimburse the Company for Expense Advances shall be required other than the execution of this Agreementunsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advancewhether in a single instance or from time to time, to the fullest extent permitted by law, Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed); while any such final judicial determination is pending, the Company shall be obligated to provide Expense Advances. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by lawlaw and the Company’s Articles of Association, the Company shall advance (within ten business days of such request) any and all Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to Indemnitee (hereinafter in either case, an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. (a) Except in the circumstances as set forth in subparagraph Section 2.4 and subject to Article 58(b) below, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses (as defined in subparagraph (d) below) actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents Certificate of Incorporation or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, and a written undertaking (hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense Advance if it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, or is not entitled to be indemnified for such Expenses under the Certificate of Incorporation, Bylaws, the Delaware General Corporation Law, this Agreement or otherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, Section 8 including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall advance (hereinafter an “Expense Advance”within ten business days of such request) any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaidan "Expense Advance"); provided, that (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company; (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; and (iii) such an Expense Advance shall only be made if permitted under applicable law. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 5, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Brand Pharma shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Brand Pharma of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by Brand Pharma, (ii) Brand Pharma shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Brand Pharma shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Brand Pharma) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Brand Pharma for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Brand Pharma for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by the Company, and (ii) the Company shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 5, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. Indemnitee hereby undertakes to repay such Expense Advance if, and to the extent that, it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the DGCL, this Agreement or otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution , and delivery (ii) notwithstanding anything herein to the Corporation contrary, any advance of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this expenses provided for in Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement8.4.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense Advanceadvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, advance to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition)in connection with Indemnitee’s enforcement of this Agreement. Indemnitee’s right to each Expense Advance will not be subject conditioned upon a prior determination under Article 6 of this Agreement that the Indemnitee has met the Standard of Conduct and Indemnitee’s right to each Expense Advance will continue, regardless of the satisfaction of any standard of conduct and will be made without regard Company’s view as to Indemnitee’s ultimate entitlement to indemnification under indemnification, until the other provisions Standard of this AgreementConduct determination has been made pursuant to Article 6, or under provisions which as permitted by Article 6, may not be made earlier than the final disposition of the Constituent Documents or otherwiseany Proceeding, including any appeal therein. Each Expense Advance will be unsecured and unsecured, will not bear interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances incurred in connection with a Proceeding or the enforcement of this Agreement upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking of the Indemnitee to repay promptly any and all Expense Advances if it is ultimately determined by the Determining Body that Indemnitee is not entitled to be indemnified for such Expenses under Section 6.2 of this Agreement. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to ; provided that the Corporation Company shall bear the burden of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay proving that any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of such Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is are not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementreasonable.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance to Indemnitee any and all Applicable Expenses incurred by Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred statements from Indemnitee requesting such Expense Advance (even if unpaid) by or on behalf together with reasonable supporting documentation in the possession of Indemnitee in connection or available to Indemnitee with any respect to the Applicable Proceeding (Expenses incurred), whether prior to or after its final disposition)disposition of any Proceeding. Any Expense Advance shall be made without regard to Indemnitee’s right ability to each repay the amount of the Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability Indemnitee hereby agrees to repay the Expense Advance. An Expense eligible for an Expense Advance will include any if and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation extent that it is ultimately determined by a final judicial determination (as to support the Expense Advances claimed. Execution and delivery to the Corporation which all rights of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced appeal therefrom have been exhausted or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, have lapsed) that Indemnitee is not entitled to indemnification hereunderby the Company under this Agreement. No other form If Indemnitee has commenced legal proceedings in a court of undertaking competent jurisdiction to secure a determination that Indemnitee is entitled, under applicable law, to be indemnified under this Agreement, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee is not entitled, under applicable law, to be indemnified under this Agreement shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination (as to which all rights of appeal therefrom have been exhausted or have lapsed) is made that Indemnitee is not entitled, under applicable law, to be indemnified under this Agreement. Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be required other than the execution of this Agreementunsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Independent Counsel (appointed in accordance with Section 3) determines in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall advance within ten (hereinafter an “Expense Advance”10) business days of such request any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaidan "EXPENSE ADVANCE"); PROVIDED, HOWEVER, that (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts, and Indemnitee hereby agrees to reimburse the Company promptly for the same. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in SECTION 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding on the court for purposes of that judicial determination, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto and all rights of this Agreementappeal therefrom have been exhausted or have lapsed. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) Company shall advance any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaid“Expense Advances”) within 20 calendar days after the receipt by or on behalf the Company of a statement from Indemnitee in connection with any Applicable Proceeding (requesting such Expense Advances, whether prior to before or after its final disposition)disposition of any Proceeding. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to the Company of an undertaking (in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company) providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense AdvanceAdvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made (as to which all rights of appeal have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than charged thereon. For the execution sake of this Agreementclarity, Expense Advances shall not be considered personal loans.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall advance (hereinafter an “Expense Advance”within ten business days of such request) any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaidan "EXPENSE ADVANCE"); provided that, (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within five (5) days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) relating to, arising out of or resulting from any and all Expenses actually and reasonably Proceeding related to an Indemnifiable Event paid or incurred (even if unpaid) by Indemnitee or on behalf which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of Indemnitee in connection with any Applicable the Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each which the Expense Advance will not be subject to the satisfaction was related, were in excess of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, amounts paid or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement payable by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, . Indemnitee’s right to such Expense Advance is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is not entitled to indemnification hereunderunder this Agreement with respect to the Proceeding or Indemnifiable Event. No other This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 2(b) or 2(f). In connection with any Expense Advance, Indemnitee shall execute and deliver to the Company an undertaking in the form of undertaking attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which shall not be secured and shall not bear interest and shall be required other than accepted by the execution Company without reference to Indemnitee’s ability to repay the Expense Advances. In no event shall Indemnitee’s right to the payment, advancement, or reimbursement of Expense Advances pursuant to this Agreement.Section 2(c) be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance; provided, however, that, if applicable law requires, an Expense Advance will be made only upon delivery to the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TBCA and a written undertaking (hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense Advance if it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TBCA or is not entitled to be indemnified for such Expenses under the Articles, Bylaws, the TBCA, this Agreement or otherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except in The Companies will, upon request by the circumstances set forth in Section 2.4 and subject Indemnitee, make advances (“Expense Advances”) to Article 5the Indemnitee of all amounts for which the Indemnitee seeks indemnification under this Agreement before the final disposition of the relevant proceeding. Expense Advances may include anticipated expenses. In connection with such requests, the Corporation will, if requested by Indemnitee, advance, to Indemnitee will provide the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf Companies with a written affirmation of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). the Indemnitee’s right good faith belief that the Indemnitee is legally entitled to each indemnification, along with sufficient particulars of the expenses to be covered by the proposed Expense Advance will not be subject to enable the satisfaction Companies to make an assessment of any standard of conduct and will be made without regard to its reasonableness. The Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an such Expense Advance will include any and all reasonable Expenses those expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking connection with proceedings by the Indemnitee to repay any amounts paid, advanced against the Companies seeking an adjudication or reimbursed by the Corporation award pursuant to this Section 3 in respect Agreement. The Companies will make payment to the Indemnitee within 10 days after the Companies have received the foregoing information from the Indemnitee. All expenses for which indemnification is sought must be reasonable and Expense Advances must relate to expenses anticipated within a reasonable time of Expenses relating tothe request. The Indemnitee will repay to the Companies all Expense Advances not actually required, arising out and all Expense Advances if and to the extent that it is finally determined by a court of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following competent jurisdiction that the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of under this Agreement. If requested by the Companies, the Indemnitee will provide a written undertaking to the Companies confirming the Indemnitee’s obligations under the preceding sentence as a condition to receiving an Expense Advance.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense Advanceadvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement if requested by Indemnitee, and the Company shall advance such Expenses to Indemnitee on such terms and conditions as the Board of Directors deems appropriate. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution shall be unsecured and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking no interest shall be charged thereon except as otherwise determined by the Indemnitee Board in an action to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect enforce a right of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementadvancement.

Expense Advances. Except in (a) To the circumstances fullest extent permitted by applicable law and except as set forth in Section 2.4 and subject to Article 58(b), the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, advance to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses (as defined in Section 8(d)) actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents Certificate of Incorporation or Bylaws or otherwise. Each Expense Advance will be unsecured and interest interest-free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for ; provided, however, that an Expense Advance will include any requested by Indemnitee in connection with and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements prior to the Corporation disposition of a Proceeding arising from Indemnitee’s status as an officer or director of the Company (but not in any other capacity in which Indemnitee may have rendered services to support the Expense Advances claimed. Execution and Company) will be made only upon delivery to the Corporation Company of this Agreement (i) a written affirmation by Indemnitee constitutes of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, and (ii) a written undertaking (hereinafter an undertaking “Undertaking”) by the Indemnitee to repay any amounts paidsuch Expense Advance if it is ultimately determined by a final decision by a court or arbitrator, advanced or reimbursed by the Corporation pursuant as applicable, from which there is no further right to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceedingappeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, or is not entitled to indemnification hereunder. No other form be indemnified for such Expenses under the Certificate of undertaking shall be required other than Incorporation, Bylaws, the execution of Delaware General Corporation Law, this AgreementAgreement or otherwise.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted Company shall advance (within ten business days of such request) any and all Expenses incurred by law, to Indemnitee (hereinafter an “Expense Advance”); provided that (i) any such an Expense Advance shall be made only upon execution and all Expenses actually and reasonably paid or incurred (even if unpaid) delivery to the Company of this Agreement which shall constitute an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed the amount thereof if and to the extent it is ultimately determined by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, Delaware Chancery Court that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under Delaware law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in the Delaware Chancery Court to secure a determination that Indemnitee should be indemnified under Delaware law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under Delaware law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. To the extent permissible under third party policies, the Company agrees that invoices for Expense Advances shall be billed in the name of and be payable directly by the Company.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that Indemnitee first furnishes the Company with: (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf a written affirmation of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to good faith belief that Indemnitee has met the satisfaction of any standard of conduct and will described in the Oregon Business Corporation Act or is entitled to be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made indemnified by the Corporation without regard Company under any other indemnification rights granted by the Company to such Indemnitee’s ability ; and (ii) a written undertaking to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements such advance to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement extent it is ultimately determined by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, a court that Indemnitee is not entitled to be indemnified by the Company under the Company’s Articles of Incorporation or under any other indemnification hereunderrights granted by the Company to such person. No other form If Indemnitee has commenced or commences legal proceedings in a court of undertaking competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 3, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be required other than the execution of this Agreementunsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Sucampo shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Sucampo of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant amount thereof if and to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which the extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified against such Expenses, (ii) Sucampo shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Sucampo under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Sucampo under applicable law, Sucampo shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Sucampo) for all such amounts theretofore paid. If Indemnitee has commenced or commences any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Sucampo under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Sucampo for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Sucampo for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Independent Counsel (appointed in accordance with Section 3) determines in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Expense Advance. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this Section 2(c). If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the right State of advancement Oregon to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within twenty (20) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for advances either: (a) upon the execution and delivery of an undertaking which is satisfactory to the Company in form and substance; or, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made (b) by the Corporation without regard Company electing to rely on the Indemnitee’s ability execution of this Agreement and therefore agreeing to repay any advance if and to the Expense Advanceextent that it is ultimately determined said Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will The Company can require, but is not required to do so, a separate undertaking to repay advances. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided for in this Article Section 3, including Expenses incurred preparing any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and forwarding statements Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon (except to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement extent required by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementlaw).

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Mallinckrodt plc shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Mallinckrodt plc of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant amount thereof if and to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which the extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by Mallinckrodt plc, (ii) Mallinckrodt plc shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Mallinckrodt plc under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Mallinckrodt plc under applicable law, Mallinckrodt plc shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Mallinckrodt plc) for all such amounts theretofore paid. If Indemnitee has commenced or commences any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Mallinckrodt plc under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Mallinckrodt plc for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Mallinckrodt plc for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Sucampo shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Sucampo of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant amount thereof if and to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which the extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by Sucampo, (ii) Sucampo shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Sucampo under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Sucampo under applicable law, Sucampo shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Sucampo) for all such amounts theretofore paid. If Indemnitee has commenced or commences any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Sucampo under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Sucampo for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Sucampo for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by IndemniteeXxxxxxxxxx, advance, to the fullest extent permitted by law, advance to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition)in connection with Indemnitee’s enforcement of this Agreement. Indemnitee’s right to each Expense Advance will not be subject conditioned upon a prior determination under ARTICLE 6 of this Agreement that the Indemnitee has met the Standard of Conduct and Indemnitee’s right to each Expense Advance will continue, regardless of the satisfaction of any standard of conduct and will be made without regard Company’s view as to Indemnitee’s ultimate entitlement to indemnification under indemnification, until the other provisions Standard of this AgreementConduct determination has been made pursuant to ARTICLE 6, or under provisions which as permitted by ARTICLE 6, may not be made earlier than the final disposition of the Constituent Documents or otherwiseany Proceeding, including any appeal therein. Each Expense Advance will be unsecured and unsecured, will not bear interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances incurred in connection with a Proceeding or the enforcement of this Agreement upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking of the Indemnitee to repay promptly any and all Expense Advances if it is ultimately determined by the Determining Body that Indemnitee is not entitled to be indemnified for such Expenses under Section 6.2 of this Agreement. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3ARTICLE 4, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to ; provided that the Corporation Company shall bear the burden of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay proving that any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of such Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is are not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementreasonable.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 5‎4.2, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TCL and a written undertaking (hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense Advance if it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TCL or is not entitled to be indemnified for such Expenses under the Articles, Bylaws, the TCL this Agreement or otherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3‎Article IV, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within twenty business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of a suitable undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by the Company, and (ii) the Company shall not make or continue to man an Expense Advance if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the indemnitee acted in bad faith or in a manner that the indemnitee did not reasonably believe to be in or not opposed to the best interests of undertaking the Corporation, or, with respect to any criminal proceeding, that the indemnitee had reasonable cause to believe his or her conduct was unlawful, such determination being made by (1) the Board by a majority vote of directors who are not parties to such proceeding, whether or not such majority constitutes a quorum, (2) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum, or (3) the Independent Counsel (appointed in accordance with Section 3) in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Xxxxxxxxxx (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Board, committee of directors, or Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except Subject to Section 5(b), Xxxxxxxxxx shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in his or her defense. In selecting counsel, experts and consultants, Xxxxxxxxxx shall consider whether his or her interests reasonably permit him or her to retain such persons along with other indemnitees; provided, however, that this Agreement shall not require such joint retentions. In the circumstances set forth event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in Section 2.4 and subject to Article 5part out of) an Indemnifiable Event, the Corporation willCompany shall, if requested by Indemnitee, advance, prior to the fullest extent permitted by lawfinal disposition of a Proceeding, advance to Indemnitee any and all Expenses incurred in connection with such Proceeding (hereinafter an “Expense Advance”) any and all within thirty (30) calendar days after the receipt by the Company of a written request for such advance or advances from time to time. Such written request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of the Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition)and for which advancement is requested. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible The Indemnitee shall qualify for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the such Expense Advances claimed. Execution upon the execution and delivery to the Corporation Company of this Agreement by Indemnitee constitutes which shall constitute an undertaking by providing that the Indemnitee undertakes to repay any amounts paidsuch Expense Advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, advanced or reimbursed by the Corporation pursuant not subject to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceedingappeal, that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No other form of undertaking Indemnitee’s obligation to reimburse the Company for Expense Advances shall be required other than the execution of this Agreementunsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition); provided, however, that Indemnitee shall return, without interest, any such Expense Advance (or portion thereof) which remains unspent after the final disposition of the Proceeding to which the Expense Advance related, and after full and final payment of all Expenses to the extent indemnifiable hereunder. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the D&O Insurance Policies, the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance. Indemnitee hereby undertakes to repay such Expense Advance if, and to the extent that, it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the D&O Insurance Policies, the DGCL, this Agreement or otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution , and delivery (ii) notwithstanding anything herein to the Corporation contrary, any advance of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this expenses provided for in Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement8.4.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) Company shall advance any and all Expenses actually and reasonably paid to Indemnitee (an "Expense Advance") within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense Advanceadvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten business days of such request) any and all Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to Indemnitee (hereinafter in either case, an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in If the circumstances set forth in Section 2.4 and subject to Article 5Indemnitee requests, the Corporation will, if requested by Indemnitee, Company will advance, within 10 business days after such request, any and all Expenses that the Indemnitee pays or incurs by paying such Expenses on the Indemnitee’s behalf, by advancing to the fullest extent permitted Indemnitee funds in an amount sufficient to pay such Expenses, and/or by lawreimbursing the Indemnitee for such expenses (each, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct By signing and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of delivering this Agreement, or under provisions of (i) the Constituent Documents or otherwise. Each Expense Advance Indemnitee will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible qualify for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the such Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by (ii) the Indemnitee covenants to repay any amounts paidsuch Expense Advances if and to the extent that a court of competent jurisdiction ultimately determines in a final judgment, advanced or reimbursed by the Corporation pursuant not subject to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceedingappeal, that the Indemnitee is not entitled to receive Company indemnification hereunderwith respect to such Expense Advances. No other form of undertaking shall Until any such court makes such a final determination, not subject to appeal, that the Indemnitee is not entitled to such indemnification, the Indemnitee will not be required other than to repay such Expense Advances to the execution Company, and the Indemnitee will continue to receive Expense Advances under this Section 2(d). The Indemnitee’s reimbursement obligation to the Company for Expense Advances will be unsecured and no interest will be charged on such reimbursement obligation. To the extent permissible under third-party policies or agreements, invoices for Expense Advances will be billed in the Company’s name and will be payable directly by the Company. For purposes of any Expense Advance for which the Indemnitee has requested payment under this Agreement, all Expenses included in such Expense Advance will be conclusively presumed to be reasonable if the Indemnitee’s counsel certifies that such Expenses are reasonable.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) Company shall advance any and all Expenses actually and reasonably paid to Indemnitee (an "Expense Advance") within fifteen (15) Business Days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such Expense Advance or on behalf of Indemnitee in connection with any Applicable Proceeding (Expense Advances, whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction disposition of any standard of conduct and will Proceeding. Expense Advances shall be made without regard to Indemnitee’s 's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Except as may be required by any applicable Banking Regulations in any Bank Proceeding, or under provisions Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability Company providing that Indemnitee undertakes to repay the Expense AdvanceAdvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under this Agreement or applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition); provided, however, that Indemnitee shall return, without interest, any such Expense Advance (or portion thereof) which remains unspent after the final disposition of the Proceeding to which the Expense Advance related, and after full and final payment of all Expenses to the extent indemnifiable hereunder. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the D&O Insurance Policies, the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. Indemnitee hereby undertakes to repay such Expense Advance if, and to the extent that, it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the D&O Insurance Policies, the DGCL, this Agreement or otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by or on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution , and delivery (ii) notwithstanding anything herein to the Corporation contrary, any advance of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this expenses provided for in Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement8.4.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Covidien Ltd. shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Covidien Ltd. of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by Covidien Ltd., (ii) Covidien Ltd. shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Covidien Ltd. shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Covidien Ltd.) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Covidien Ltd. for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Covidien Ltd. for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to Article 5be, made a party to any Proceeding, the Corporation willCompany shall, if requested by without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and advance all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (such Proceeding. Such advance or advances shall be made within ten days after the receipt by the Company of a statement or statements requesting such advance or advances from time to time, whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advancement to Indemnitee of funds in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee, relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 2.5. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required other than the execution by this Section 2.6 shall be an unlimited general obligation by or on behalf of this AgreementIndemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall advance (hereinafter an “Expense Advance”within five business days of such request) any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaidan "Expense Advance"); provided that, (i) such Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by the Company, and (ii) the Company shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 5, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) Company shall advance any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaid“Expense Advances”) within 20 calendar days after the receipt by or on behalf the Company of a statement from Indemnitee in connection with any Applicable Proceeding (requesting such Expense Advances, whether prior to before or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking (in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company) providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense Advanceadvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made (as to which all rights of appeal have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall advance (hereinafter an “Expense Advance”within 20 business days of such request) any and all Expenses actually (including without limitation Expenses incurred pursuant to Section 5 of this Agreement) to Indemnitee (an "Expense Advance"); provided that, if and reasonably to the extent the Reviewing Party (which determination shall be made by outside counsel if the Reviewing Party is the Board or any committee thereof) determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to, and shall, reimburse the Company) for all such amounts theretofore paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with the Proceeding then in question. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any Applicable Proceeding determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (whether prior as to which all rights of appeal therefrom have been exhausted or after its final dispositionhave lapsed). Indemnitee’s right to each Expense Advance will From and after the date that the Reviewing Party determines that the Indemnitee would not be subject permitted to the satisfaction of any standard of conduct and will be indemnified under applicable law (which determination shall be made without regard by outside counsel if the Reviewing Party is the Board or any committee thereof), the Company shall have no further obligation to advance Expenses until such time that a court of competent jurisdiction makes a final and non-appealable determination that Indemnitee is entitled to be indemnified for such Proceeding. Indemnitee’s ultimate entitlement 's obligation to indemnification under reimburse the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Company for Expense Advance will Advances shall be unsecured and no interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) Business Days after the receipt by the Company of a statement or incurred statements from Indemnitee requesting such advance or advances (even if unpaidwhich statement or statements shall satisfy the reasonable detail requirement of Section 3(a) by or on behalf of Indemnitee in connection with any Applicable Proceeding (above), whether prior to or after its final disposition)disposition of any Claim relating to an Indemnifiable Event. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. In connection with any request for Expense AdvanceAdvances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement provided for advancement. However, in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, event that Indemnitee is ultimately determined not to be entitled to such indemnification hereunderor insurance recovery, as the case may be, then all amounts advanced under this Section 3(b) shall be repaid. No other form of undertaking Indemnitee shall be required other than to reimburse the execution of this AgreementCompany in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within thirty (30) calendar days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such advance or on behalf of Indemnitee in connection with any Applicable Proceeding (advances, whether prior to or after its final disposition)disposition of any Proceeding. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for such Expense Advances solely upon the execution and delivery to the Company of an undertaking in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense AdvanceAdvances if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Expesnse Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) Company shall advance any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaid"Expense Advances") within 20 calendar days after the receipt by or on behalf the Company of a statement from Indemnitee in connection with any Applicable Proceeding (requesting such Expense Advances, whether prior to before or after its final disposition)disposition of any Proceeding. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions . The Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to the Company of an undertaking (in form and substance reasonably satisfactory to the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by Company) providing that the Corporation without regard to Indemnitee’s ability Indemnitee undertakes to repay the Expense AdvanceAdvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made (as to which all rights of appeal have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than charged thereon. For the execution sake of this Agreementclarity, Expense Advances shall not be considered personal loans.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee Company shall ---------------- advance (hereinafter an “Expense Advance”within ten business days of such request) any and all Expenses actually and reasonably paid or incurred to Indemnitee (even if unpaidan "Expense Advance"); provided that, (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid within ten (10) Business Days after the receipt by the Company of a statement or incurred (even if unpaid) by statements from Indemnitee requesting such Expense Advance or on behalf of Indemnitee in connection with any Applicable Proceeding (Expense Advances, whether prior to or after its final disposition)disposition of any Proceeding. Expense Advances shall be made without regard to Indemnitee’s right ability to each repay the Expense Advance will not be subject to the satisfaction of any standard of conduct Advances and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to hereby undertakes to, repay the Expense AdvanceAdvance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. An Indemnitee shall make any such repayment promptly following written notice of any such determination. Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement advancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under this Agreement or applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except Expenses incurred by an Indemnitee shall be paid by the Company in advance of the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee final disposition of a Proceeding (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right Indemnitee undertakes to repay the amount of each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which if it shall ultimately be determined, pursuant to Article 7, following the final disposition of such Proceeding, determined that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No further confirmation of this undertaking to repay the amount of each Expense Advance or other form agreement to repay the amount of undertaking each Expense Advance shall be required other than from Indemnitee unless the execution Reviewing Party has provided a written determination to the Indemnitee that such a further undertaking or agreement is required by law. Indemnitee’s undertaking to repay the amount of this Agreementeach Expense Advance shall be unsecured and no interest shall be charged thereon. The Company shall pay to Indemnitee the amount of each requested Expense Advance within 20 days following receipt from Indemnitee of a written request for an Expense Advance. Indemnitee shall have the right to enforce Indemnitee’s rights for Expense Advances as provided in Section 4(b). If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4(b), any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination (as to which all rights of appeal therefrom have been exhausted or have lapsed) is made with respect thereto. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnification is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) in connection with any and all Expenses actually and reasonably paid or incurred (even if unpaid) Proceeding; provided that such an Expense Advance shall be made on the condition that an undertaking by or on behalf of the Indemnitee shall have been made to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided, further, that the execution and delivery by Indemnitee hereof shall constitute such undertaking. If and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts theretofore paid; provided that if Indemnitee has commenced or commences legal proceedings in connection a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance, until a final judicial determination is made with any Applicable Proceeding respect thereto (whether prior as to which all rights of appeal therefrom have been exhausted or after its final dispositionhave lapsed). The advancement of Expenses provided for in this Agreement shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of . Indemnitee’s obligation to reimburse the Constituent Documents or otherwise. Each Company for Expense Advance will Advances shall be unsecured and no interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5Notwithstanding any other provision of this Agreement, the Corporation will, if requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance any and all Expenses to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, whether prior to or after its final disposition)disposition of any Proceeding. Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, . Such statement or under provisions statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability Indemnitee to repay the Expense Advanceany Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. An Expense eligible for an Expense Advance will Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement if requested by Ixxxxxxxxx. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for in this Article 3, including Expenses incurred preparing and forwarding statements any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation to support the Company for Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking unsecured and no interest shall be required other than the execution of this Agreementcharged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by lawlaw or stock exchange regulation and the Company’s Articles of Association, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law or stock exchange regulation, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law or stock exchange regulation, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law or stock exchange regulation shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by Indemnitee, advance, to the fullest extent permitted by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance; provided, however, that an Expense Advance will be made only upon delivery to the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TCL and a written undertaking (hereinafter an “Undertaking”), by or on behalf of Indemnitee, to repay such Expense Advance if it is ultimately determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TCL or is not entitled to be indemnified for such Expenses under the Articles, Bylaws, the TCL this Agreement or otherwise. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3IV, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement.

Expense Advances. Except in Notwithstanding any provision of this Agreement to the circumstances set forth in Section 2.4 contrary (other than Sections 13(d) and subject to Article 513(e)), the Corporation will, if requested by Indemnitee, advanceCompany shall make Expense Advances, to the fullest extent permitted not prohibited by law, to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding Claim (or any part of any Claim) not initiated by Indemnitee, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by the Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after its final disposition)disposition of any Claim. Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee’s right ability to each Expense Advance will not be subject to repay the satisfaction of any standard of conduct Expenses and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(e), or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will advances shall include any and all reasonable Expenses incurred pursuing an action to enforce the this right of advancement provided for in this Article 3advancement, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances advances claimed. Execution The Indemnitee shall qualify for advances upon the execution and delivery to the Corporation Company of this Agreement by Indemnitee constitutes Agreement, which shall constitute an undertaking by providing that the Indemnitee undertakes to repay any the amounts paid, advanced or reimbursed by (without interest) to the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 3 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10.

Expense Advances. Except in the circumstances as set forth in Section 2.4 and subject to Article 54.2, the Corporation Company will, if requested by IndemniteeIxxxxxxxxx, advance, to the fullest extent permitted by law, advance to Indemnitee (hereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition)in connection with Indemnitee’s enforcement of this Agreement. Indemnitee’s right to each Expense Advance will not be subject conditioned upon a prior determination under Article 6 of this Agreement that the Indemnitee has met the Standard of Conduct and Indemnitee’s right to each Expense Advance will continue, regardless of the satisfaction of any standard of conduct and will be made without regard Company’s view as to Indemnitee’s ultimate entitlement to indemnification under indemnification, until the other provisions Standard of this AgreementConduct determination has been made pursuant to Article 6, or under provisions which as permitted by Article 6, may not be made earlier than the final disposition of the Constituent Documents or otherwiseany Proceeding, including any appeal therein. Each Expense Advance will be unsecured and unsecured, will not bear interest free and will be made by the Corporation Company without regard to Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances incurred in connection with a Proceeding or the enforcement of this Agreement upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking of the Indemnitee to repay promptly any and all Expense Advances if it is ultimately determined by the Determining Body that Indemnitee is not entitled to be indemnified for such Expenses under Section 6.2 of this Agreement. No other form of undertaking shall be required other than the execution of this Agreement. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 34, including Expenses incurred preparing and forwarding statements to the Corporation Company to support the Expense Advances claimed. Execution and delivery to ; provided that the Corporation Company shall bear the burden of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay proving that any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of such Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, that Indemnitee is are not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreementreasonable.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by the Company,(ii) the Company shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 5, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which amount thereof if it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified by the Company, (ii) the Company shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required other than to reimburse the execution Company for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Except Subject to Section 6(b), Indemnitee shall be entitled to select counsel to represent him or her and to select experts and consultants to be used in the circumstances set forth in Section 2.4 his or her defense. In selecting counsel, experts and subject consultants, Indemnitee shall consider whether his or her interests reasonably permit him or her to Article 5retain such persons along with other indemnitees; provided, the Corporation willhowever, if that this Agreement shall not require such joint retentions. If so requested by Indemnitee, advancethe Company shall, prior to the fullest extent permitted by lawtermination of a Proceeding, advance to Indemnitee (hereinafter within thirty (30) days of such request) any and all Expenses for fees and costs of attorneys, experts, investigators, consultants, and reimbursable witness costs, incurred in connection with a Proceeding (an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred (even if unpaid) by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible The Indemnitee shall qualify for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the such Expense Advances claimed. Execution upon the execution and delivery to the Corporation Company of this Agreement by Indemnitee constitutes which shall constitute an undertaking by providing that the Indemnitee undertakes to repay any amounts paidsuch Expense Advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, advanced or reimbursed by the Corporation pursuant not subject to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which it shall be determined, pursuant to Article 7, following the final disposition of such Proceedingappeal, that Indemnitee is not entitled to indemnification hereunderbe indemnified by the Company. No other form of undertaking Indemnitee’s obligation to reimburse the Company for Expense Advances shall be required other than the execution of this Agreementunsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

Expense Advances. Except in the circumstances set forth in Section 2.4 and subject to Article 5, the Corporation will, if If so requested by Indemnitee, advance, to the fullest extent permitted by law, Mallinckrodt plc shall advance (within five business days of such request) any and all Expenses to Indemnitee (hereinafter an “Expense Advance”); provided that, (i) any and all Expenses actually and reasonably paid or incurred (even if unpaid) such Expense Advance shall be made only upon delivery to Mallinckrodt plc of an undertaking by or on behalf of Indemnitee in connection with any Applicable Proceeding (whether prior to or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the Expense Advance. An Expense eligible for an Expense Advance will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 3, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed. Execution and delivery to the Corporation of this Agreement by Indemnitee constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Corporation pursuant amount thereof if and to this Section 3 in respect of Expenses relating to, arising out of or resulting from any Proceeding in respect of which the extent that it shall be determined, pursuant to Article 7, following the final disposition of such Proceeding, is ultimately determined that Indemnitee is not entitled to indemnification hereunder. No other form be indemnified against such Expenses, (ii) Mallinckrodt plc shall not (unless a court of undertaking competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Mallinckrodt plc under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Mallinckrodt plc under applicable law, Mallinckrodt plc shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Mallinckrodt plc) for all such amounts theretofore paid. If Indemnitee has commenced or commences any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Mallinckrodt plc under applicable law shall not be binding, and Indemnitee shall not be required other than the execution to reimburse Mallinckrodt plc for any Expense Advance until a final determination is made with respect thereto (as to which all rights of this Agreementappeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Mallinckrodt plc for Expense Advances shall be unsecured and no interest shall be charged thereon.