Common use of Claim for Indemnification Clause in Contracts

Claim for Indemnification. A Rani Indemnitee or a Celltrion Indemnitee (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a GSK Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) ), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.4 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosingClaim. The Indemnified Party will not settle or compromise such any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Third Party Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation by the Indemnified Party other than the payment of money, would bind or impair the other Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's ’s expense and will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information will be subject to Article 11 (Confidentiality, Publications and Press Releases). The Indemnifying Party will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing to the extent it has the ability to do so (at the Indemnified Party’s expense). Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that, in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions.

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a Partner Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) Indemnification and Insurance), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the ClaimLoss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event will the Indemnifying Party settle any Third Party Claim without the prior written consent of the other Indemnified Party if such settlement (x) does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other PartyThird Party Claim, or (y) includes any admission of wrongdoing by the Indemnified Party or that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with have the Indemnifying Party right to employ separate counsel at the Indemnifying Party's expense’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable.

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a BeiGene Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 XIII (Indemnification) Indemnification and Insurance), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the ClaimLoss; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event will the Indemnifying Party settle any such Third Party Claim without the prior written consent of the other Indemnified Party, unless such settlement: (i) includes a complete release of the Indemnified Party if such settlement from liability with respect to the Third Party Claim (including any cost sharing under this Agreement); and (ii) does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable; provided that in the event consent is required by the Indemnifying Party for a settlement such consent shall not unreasonably withheld, conditioned or delayed. In the event of a disagreement regarding such settlement, such matter shall be escalated to the JSC. Notwithstanding the foregoing, the Indemnifying Party shall not be prohibited from entering into a settlement that involves one or more countries in addition to Collaboration Territory so long as such settlement does not result in any liability or admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with have the Indemnifying Party right to employ separate counsel at the Indemnifying Party's expense’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable. For the avoidance of doubt, any Third Party Claims or Losses, to the extent indemnifiable pursuant to this Section 13.3, shall be excluded from the definition of “Commercialization and Related Costs.”

Claim for Indemnification. A Rani Indemnitee or a Celltrion Indemnitee Whenever any Claim shall arise for indemnification under Article 7, the Maxygen Indemnitees and the CPC Indemnitees entitled to indemnification (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that . The Indemnified Party’s failure to notify the failure by an Indemnified Indemnifying Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement from any liability to such Indemnified Party except to the extent that any liability results from the failure to timely notify the Indemnifying Party is actually prejudiced as a result of such failureParty. Except as set forth below in this Section, the The Indemnifying Party will shall promptly assume, and have exclusive control of the right to control, the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall either the Indemnified Party or Indemnifying Party settle any Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, money by the settling Party that would bind or impair the other non-settling Party, or includes result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable, or if such settlement contains an admission of wrongdoing or that any intellectual property Licensed Technology, Patent or proprietary right trademark of the other Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with provisions of this Article 7 shall be subject to the Indemnifying Party at the Indemnifying Party's expensedispute resolution procedures of Article 9.

Claim for Indemnification. A Rani Indemnitee or a Celltrion Indemnitee Whenever any Claim shall arise for indemnification under this Section 6, the Inpellis Indemnitees and the BioChemics Indemnitees entitled to indemnification (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that . The Indemnified Party’s failure to notify the failure by an Indemnified Indemnifying Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation from any liability to such Indemnified Party under this Agreement Section 6 except to the extent that any liability results from the failure to timely notify the Indemnifying Party is actually prejudiced as a result of such failureParty. Except as set forth below in this Section, the The Indemnifying Party will shall promptly assume, and have exclusive control of the right to control, the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification under this Section 6 without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall either the Indemnified Party or Indemnifying Party settle any Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, money by the settling party that would bind or impair the other Partynon-settling party, or includes result in any admission of wrongdoing patent or that any intellectual property or proprietary right trademark of the other Party party being rendered invalid or unenforceable, or if such settlement contains an admission that any patent is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a POINT Indemnitee or a Celltrion Licensor Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) ), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the ClaimThird Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.3 (Claim for Indemnification) will does not relieve the Indemnifying Party of its indemnification obligation obligations under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have has exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly shall assume the defense thereof at its own expenseexpense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will can the Indemnifying Party settle any Third Party Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Indemnified Party, or includes any admission of wrongdoing or that any intellectual property Intellectual Property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. A Rani Indemnitee Whenever any Claim or a Celltrion Indemnitee Loss will arise for which an Eagle Indemnitees or an Cephalon Indemnitees (the “Indemnified Party”) seeking may be entitled to indemnification may be sought under this Article 12 (Indemnification) Section 14, the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) 14.2 will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will either the Indemnified Party or Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, that would bind or impair the other Party, or that includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party or to which the other Party has an exclusive license (or option to obtain or make effective an exclusive license) hereunder is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information will be subject to Section 11.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Licensee Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.2 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality and Publications).

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a KKC Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 (Indemnification) XIV, the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the ClaimLoss; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event will the Indemnifying Party settle any such Third Party Claim without the prior written consent of the other Indemnified Party, unless such settlement: (i) includes a complete release of the Indemnified Party if such settlement from liability with respect to the Third Party Claim (including any cost sharing under this Agreement), and (ii) does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable; provided that in the event consent is required by the Indemnifying Party for a settlement such consent shall not unreasonably withheld, conditioned or delayed. In the event of a disagreement regarding such settlement, such matter shall be escalated to the JSC. Notwithstanding the foregoing, the Indemnifying Party shall not be prohibited from entering into a settlement that involves one or more countries in addition to Amgen Territory so long as such settlement does not result in any liability or admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with have the Indemnifying Party right to employ separate counsel at the Indemnifying Party's expense’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable. For the avoidance of doubt, any Third Party Claims or Losses, to the extent indemnifiable pursuant to this Section 14.3, shall be excluded from the definition of “Commercialization and Related Costs.”

Claim for Indemnification. A Rani Whenever any Third Party Claim arises for which an Translate Bio Indemnitee or a Celltrion Sanofi Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 15 (Indemnification) Indemnification and Insurance), the Indemnified Party will promptly notify the other indemnifying Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the such Third Party Claim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure; and further provided, however, that if the Indemnified Party believes that its interest may be divergent from those of the Indemnifying Party, in such cases the Indemnified Party may participate in the defence of the claim using its own counsel at its own cost. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense defence and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense defence thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceableClaim. The Indemnified Party will reasonably cooperate with the Indemnifying Party at in the defense of a Third Party Claim. The Indemnifying Party may settle any Third Party Claim without the prior written consent of the Indemnified Party; provided that the Indemnified Party’s consent will be required if such settlement (x) does not include a complete release from liability on such Third Party Claim, or (y) includes any admission of wrongdoing by the Indemnified Party or that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable, or (z) adversely impacts any other rights of the Indemnified Party. Subject to the foregoing (including the Indemnifying Party's expense’s right to control any defence and settlement), the Indemnified Party will have the right to employ separate counsel at the Indemnified Party’s expense if: (i) there are or may be legal defences available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, an ethical conflict or potential ethical conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable.

Claim for Indemnification. A Rani Whenever any Claim or Loss arises for which a JBI Indemnitee or a Celltrion Capricor Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 11 (Indemnification) ), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the ClaimClaim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 11.3 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume the defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense expense promptly upon notice of a such Claim with counsel of its own choosingor Loss. The Indemnified Party will not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information will be subject to Article 8 (Confidentiality and Publications). The Indemnifying Party will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds his or her consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Claim, the Indemnifying Party will be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Claim.

Claim for Indemnification. A Rani Indemnitee Whenever any claim shall arise for indemnification under Section 12.5, the Maxygen Indemnitees or a Celltrion Indemnitee Astellas Indemnitees entitled to indemnification (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss claim and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the claim. The Indemnifying Party of its indemnification obligation under this Agreement except shall promptly assume, and have the right to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Sectioncontrol, the Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such Claim any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall either the Indemnified Party or Indemnifying Party settle any Claim claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim claim or if such settlement would involve undertaking an obligation other than the payment of money, money by the settling Party that would bind or impair the other non-settling Party, or includes result in any admission of wrongdoing Licensed Technology, Patent or that any intellectual property or proprietary right trademark of the other Party is being rendered invalid or unenforceable. The Indemnified Party will reasonably cooperate with provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party at and shall not be shared by the Indemnifying Party's expenseParties pursuant to this Agreement, including the Financial Exhibit.

Claim for Indemnification. A Rani Whenever any Claim or Loss arises for which a Zomedica Indemnitee or a Celltrion CTX Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 11 (Indemnification) ), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the ClaimClaim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 11.3 (Claim for Indemnification) will does not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have has exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly shall assume the defense thereof at its own expenseexpense promptly upon notice of such Claim or Loss. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will can the Indemnifying Party settle any Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Collaborator Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 14 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 14.2 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 11 (Confidentiality and Publications).

Claim for Indemnification. A Rani Indemnitee Whenever any claim for indemnification arises under Sections 4.04 or a Celltrion Indemnitee 4.05, Pfenex Indemnitees and the Dow Indemnitees entitled to indemnification (the “Indemnified Party”) seeking indemnification under this Article 12 (Indemnification) will shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim or Loss claim and, when known, the facts constituting the basis for the Claim; provided, however, that claim. The Indemnified Party’s failure to notify the failure by an Indemnified Indemnifying Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except from any liability to such Indemnified Party unless the extent that Party is prejudiced by the failure to timely notify the Indemnifying Party is actually prejudiced as a result of such failureParty. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of has the right to assume the defense and settlement control the disposition of all Claims for which it is responsible for indemnification such claim and will promptly assume agrees to reasonably cooperate with the other Party in the handling thereof, provided that Party shall have the right to participate in the defense thereof of such claim at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such Claim any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of wishes to waive its obligation rights to defend hereunderindemnity. In no event will shall either the Indemnified Party or Indemnifying Party settle any Claim claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Claim claim or if such settlement would involve undertaking an obligation other than the payment of money, money by the settling Party that would bind or impair the other non-settling Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a CK Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may be entitled to indemnification may be sought under this Article 12 (Indemnification) will 17, the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will 17.2 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall either the Indemnified Party or Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, that would bind or impair the other Party, or that includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party or to which the other Party has an exclusive license (or option to obtain or make effective an exclusive license) hereunder is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Sections 14.1 and 14.2.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Licensee Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.2 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality and Publications).

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Novartis Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.4 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as Amgen Ref. No. 2017747574 Page 49 set forth below in this Section, the Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expenseexpense The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's ’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality). The Indemnified Party shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party shall not settle or compromise such Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Novartis Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.4 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expenseexpense The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's ’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality). The Page 50 Indemnified Party shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party shall not settle or compromise such Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Novartis Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 14 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 14.2 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this SectionSection 14.2 (Claim for Indemnification), the Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party may, at its own expense, participate in and shall cause such defense to be conducted by counsel reasonably acceptable to the defense of a Claim with counsel of its own choosingIndemnified Party. The Indemnified Party will shall not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such Amgen Ref. No. 2015641252 Page 60 settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 11 (Confidentiality and Publications). The Indemnified Party shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party shall not settle or compromise such Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Novartis Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 13 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 13.4 (Claim for Indemnification) will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as Amgen Ref. No. 2017747574 Page 49 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. set forth below in this Section, the Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expenseexpense The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's ’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality). The Indemnified Party shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party shall not settle or compromise such Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Licensee Indemnitee or a Celltrion an Licensor Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 (Indemnification) will 14, the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; 100004170 provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will 14.2 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will shall promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 11.

Claim for Indemnification. A Rani Whenever any Claim or Loss shall arise for which a Purchaser Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 Section 6.2 (Indemnification) will ), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 6.2.1 (Claim for IndemnificationPurchaser Obligation) will or 6.2.2 (Amgen Obligation), as the case may be, shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this SectionThe Indemnifying Party shall have the right to assume the defense of the Claim on behalf of the Indemnified Party. Upon assumption of the defense of the Claim by the Indemnifying Party, the Indemnifying Party will shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expensethe Claim. The Indemnified Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will shall not settle or compromise such any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless which will not be unreasonably withheld. The Indemnifying Party shall not be liable for any settlement or compromising of a Claim by the Indemnified Party without the Indemnifying Party is in breach of its obligation to defend hereunderParty’s prior written consent, which will not be unreasonably withheld. In no event will shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense.the

Claim for Indemnification. A Rani Indemnitee or a Celltrion Indemnitee Whenever any claim will arise for indemnification hereunder, the party seeking indemnification (the “"Indemnified Party”) seeking indemnification under this Article 12 (Indemnification") will promptly notify the other Party party from whom indemnification is sought (the “"Indemnifying Party”") of the Claim or Loss claim and, when known, all of the facts constituting the basis for such claim. The failure so to notify the Claim; provided, however, that the failure by an Indemnified Indemnifying Party to give such notice or to otherwise meet its obligations under this Section 12.2 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement any liability that it may have to the Indemnified Party except to the extent that the Indemnifying Party is actually prejudiced as a result demonstrates that the defense of such failureaction is prejudiced thereby. Except as set forth below In the case of any such claim for indemnification hereunder resulting from or in this Sectionconnection with any claim or legal proceedings of a third party (a "Proceeding"), the Indemnifying Party will have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified Party may, at its own expense, be entitled to participate in such legal proceedings and, to the defense of a Claim with counsel of its own choosing. The Indemnified Party extent that it will not settle or compromise such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, wish (unless the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in breach of its obligation to defend hereunder. In no event will good faith that joint representation would be inappropriate or the Indemnifying Party settle any Claim without fails to provide reasonable assurance to the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party will of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to control the defense thereof with counsel reasonably cooperate with satisfactory to the Indemnified Party and, after notice from Indemnifying Party to the Indemnified Party of its election so to control the defense thereof, the Indemnifying Party at will not be liable to such Indemnified Party under this Section for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party controls the defense of such a Proceeding, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party will have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and it does not, within twenty (20) days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely effect it or its affiliates other than as a result of monetary damages, or the Proceeding involves Taxes, such Indemnified Party may, by notice to the Indemnifying Party's expense, assume the exclusive right to defend, compromise or settle such Proceeding, but the Indemnifying Party will not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which will not be unreasonably withheld). The remedies provided herein shall be cumulative and shall not preclude assertion by any party of any rights or the seeking of any other remedies against any other party.

Claim for Indemnification. A Rani Whenever any Third Party Claim or Loss arises for which a GSK Indemnitee or a Celltrion an Amgen Indemnitee (the “Indemnified Party”) seeking may seek indemnification under this Article 12 11 (Indemnification) ), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 12.2 11.4 (Claim for Indemnification) will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as set forth below in this Section, the The Indemnifying Party will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and will promptly assume defense thereof at its own expense. The Indemnified expense promptly upon notice of such Third Party may, at its own expense, participate in the defense of a Claim with counsel of its own choosingClaim. The Indemnified Party will not settle or compromise such any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event will the Indemnifying Party settle any Third Party Claim without the prior written consent of the other Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation by the Indemnified Party other than the payment of money, would bind or impair the other Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or that any intellectual property or proprietary right of the other Indemnified Party is invalid or unenforceable. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's ’s expense and will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information will be subject to Article 9 (Confidentiality, Publications and Press Releases). The Indemnifying Party will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing to the extent it has the ability to do so (at the Indemnified Party’s expense.). Notwithstanding the foregoing, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that, in no event will the Indemnifying Party be required to pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions