Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery is sought (the “Indemnifying Party”) and shall permit the Indemnifying Party to assume direction and control of the defense of the Third Party Claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person Party seeking indemnification under this Section 10.1 hereof 10 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party the Claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control disposition of the defense of the Third Party any such Claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party any Claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Section 10 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party any Claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the . The Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately shall cooperate with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 Indemnifying Party in its defense of the Securities Exchange Act of 1934, as amendedany Claim for which indemnification is sought under this Section 10.

Conditions to Indemnification. A Person Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the Party from which recovery is sought WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) and shall permit the Indemnifying Party to assume direction control and control dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the defense provisions of Section 9.2.2 to the Third Party Claimextent that Section 9.2.2 otherwise provides); provided, provided that that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that and (b) cooperate with the Indemnifying Party mayin its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to participate in all legal proceedings, without at the Indemnified Party’s prior written consentsole cost and expense, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 6 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party the Claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume direction the defense of any litigation relating to such Claim and control disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the Third Party Claim, provided that case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall (a) act reasonably diligently and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense or settlement relates to be conducted by counsel reasonably acceptable to the Indemnified Party, and or (biii) shall not settle or otherwise resolve such Third Party any Claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and which includes as an unconditional term thereof shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person seeking indemnification CELGENE's obligations under this Section 10.1 hereof (9 shall apply only if the “Indemnified Party”) Parties promptly notify CELGENE of any loss, claim, damage, liability or action in respect of a Third Party Claim which the Indemnified Parties intend to claim such indemnification. CELGENE shall give prompt notice of such Third Party Claim assume the defense thereof with counsel mutually satisfactory to the Indemnified Parties whether or not such claim is rightfully brought. Each Indemnified Party from which recovery is sought (shall have the “Indemnifying Party”) and shall permit the Indemnifying Party right to assume direction and control of the defense of the Third Party Claimretain its own counsel, at its own expense, provided that the Indemnifying CELGENE shall reimburse such Indemnified Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or settlement for such expense if representation of such Third Indemnified Party Claim as by the defense counsel retained by CELGENE would be inappropriate due to actual or settlement relates potential differing interests between such Indemnified Party and any other person represented by such counsel in such proceedings. The failure to deliver notice to CELGENE within a reasonable time after the Indemnified Partycommencement of any such action, and (b) only if prejudicial to its ability to defend such action, shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent relieve CELGENE of any liability to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party under this Section 9, but the omission so to deliver notice to CELGENE will not relieve it of a release from all any liability that it may have to any Indemnified Party otherwise than under this Section 9. Each Indemnified Party under this Section 9 shall cooperate fully with CELGENE and its legal representatives in respect the investigations of such Third Party Claim. Portions of any action, claim or liability covered by this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 9 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claim, provided that the any such claim. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to the Indemnified Party, and (b) Parties being indemnified under this Article 9. The Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 9 and shall have the right to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 9 and which includes as an unconditional term thereof under Article 11 of the giving by such claimant or plaintiff to Collaboration Agreement, the Indemnified Party of a release from all liability in respect of shall be entitled to seek indemnification for such Third Party Claim. Portions of claim under either this ExhibitAgreement or the Collaboration Agreement, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedbut not both.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof If either a Xxxxxxx Indemnified Party or a Licensee Indemnified Party (the each, an “Indemnified Party”) in respect of a Third intends to seek indemnification under Section 10.1, the Indemnified Party Claim shall must: (a) give prompt notice of such Third the other Party Claim to the Party from which recovery is sought (the “Indemnifying Party”) and shall permit reasonably prompt written notice of any Loss with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party to assume direction at the Indemnifying Party’s request and control expense, in the defense or settlement of the claim; and (c) give the Indemnifying Party the right to control the defense or settlement of the Third Party Claimclaim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or will not enter into any settlement of such Third Party Claim as the defense or settlement relates to that adversely affects the Indemnified Party, and (b) shall not settle ’s rights or otherwise resolve such Third Party Claim obligations without the Indemnified Party’s prior express written consent (consent, which consent shall will not be unreasonably withheld, conditioned or delayed); provided . The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of clause (a) of this Section 10.2 will not relieve the Indemnifying Party of any defense or indemnity obligations under this Agreement except to the extent that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving is prejudiced by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedfailure.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 10 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting its obligation under this Article 10, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedIN PLACE OF THE REDACTED LANGUAGE.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof If either a TRACON Indemnified Party or a Xxxxxxx Indemnified Party (the each, an “Indemnified Party”) in respect of a Third intends to seek indemnification under Section 9.1, the Indemnified Party Claim shall must: (a) give prompt notice of such Third the other Party Claim to the Party from which recovery is sought (the “Indemnifying Party”) and shall permit reasonably prompt written notice of any Loss with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party to assume direction at the Indemnifying Party’s request and control expense, in the defense or settlement of the claim; and (c) give the Indemnifying Party the right to control the defense or settlement of the Third Party Claimclaim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or will not enter into any settlement of such Third Party Claim as the defense or settlement relates to that adversely affects the Indemnified Party, and (b) shall not settle ’s rights or otherwise resolve such Third Party Claim obligations without the Indemnified Party’s prior express written consent (consent, which consent shall will not be unreasonably withheld, conditioned or delayed); provided . The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of clause (a) of this Section 9.2 will not relieve the Indemnifying Party of any defense or indemnity obligations under this Agreement except to the extent that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving is prejudiced by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedfailure.

Conditions to Indemnification. A Person party seeking indemnification under Section 10.1 hereof this Article 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the Party from which recovery is sought other party (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claimany such claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to parties being indemnified under this Article 11 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 11 and which includes as an unconditional term thereof shall have the right to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person seeking As used herein, “Indemnitee” means a party entitled to indemnification under the terms of Section 10.1 hereof 12.1, 12.2 or 12.3(b). It shall be a [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. condition precedent to an Indemnitee’s right to seek indemnification under such Section 12.1, 12.2 or 12.3(b) that the Indemnitee: (a) informs the “Indemnified Party”) in respect indemnifying Party of a Third Party Claim shall give prompt as soon as reasonably practicable after it receives notice of the Claim; (b) if the indemnifying Party acknowledges that such Third Party Claim to falls within the Party from which recovery is sought (scope of its indemnification obligations hereunder, permits the “Indemnifying Party”) and shall permit the Indemnifying indemnifying Party to assume direction and control of the defense defense, litigation, settlement, appeal or other disposition of the Third Party ClaimClaim (including the right to settle the Claim solely for monetary consideration); provided, provided however, that the Indemnifying indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to seek the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not to be unreasonably withheld, conditioned withheld or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent ) of any such Indemnitee as to any settlement which would require any payment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or other resolution would effect an amendment of this Agreement; and (c) fully cooperates (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the expense of, the indemnifying Party in the defense of the Claim. Provided that an Indemnitee has complied with the foregoing, the indemnifying Party shall provide attorneys reasonably acceptable to the Indemnitee to defend against any such Third Claim. Subject to the foregoing, an Indemnitee may participate in any proceedings involving such Claim using attorneys of its/his/her choice and at its/his/her expense. In no event may an Indemnitee settle or compromise any Claim for which it/he/she intends to seek indemnification from the indemnifying Party Claim which requires solely money damages paid by hereunder without the Indemnifying prior written consent of the indemnifying Party, or the indemnification provided under such Section 12.1, 12.2 or 12.3(b) as to such Claim shall be null and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedvoid.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery is sought (the “Indemnifying Party”) and and, if the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim; provided that, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense or settlement it relates to the Indemnified PartyParty or Person, (b) use counsel that does not have any conflict of interest in such representation, and (bc) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party or Person shall cooperate with the Indemnifying Party mayin its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. In no event shall the Indemnifying Party settle any Claim, other than for a monetary settlement, in a manner that would adversely affect the other Party without the Indemnified such other Party’s prior written consent, agree not to be unreasonably withheld, conditioned or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeddelayed.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 10 (the “"Indemnified Party”") in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”") and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claimany such claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article 10 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12 and which includes as an unconditional term thereof shall have the right to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 14 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) and ); provided, that the Indemnifying Party is not contesting its obligation under this Article 14, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement fully releases the Indemnified Party without any liability, loss, cost or obligation incurred by the Indemnified Party (in which case prior consent shall not be required); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to such Claim (with any settlement or other resolution of such Third Party Claim which requires solely money damages paid by counsel being at its own sole cost and expense). If the Indemnifying PartyParty does not assume and conduct the defense of the Claim as provided above, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to (i) the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibitmay defend against, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant consent to the Registrant’s application requesting confidential treatment pursuant entry of any judgment, or enter into any settlement with respect to Rule 24b-2 of such Claim in any manner the Securities Exchange Act of 1934Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as amendedprovided in this Article 14.

Conditions to Indemnification. A Person seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under Section 10.1 hereof this Section, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) in respect of a Third Party Claim shall give prompt notice the Indemnitee may, at its option, assume control of such Third Party Claim to defense or resolution if the Party from which recovery is sought (the “Indemnifying Party”) Indemnitor does not promptly and shall permit the Indemnifying Party to assume direction and control of the diligently pursue such defense of the Third Party Claimor resolution, provided that the Indemnifying Party Indemnitor shall (a) act reasonably and continue to be obligated to indemnify the Indemnitee hereunder in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, connection therewith; and (bc) neither Indemnitor nor Indemnitee shall not settle or otherwise resolve such Third Party Claim agree to any settlement without the Indemnified Party’s other party 's prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that . In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnifying Party mayIndemnitor's sole expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, without upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event more than ten (10) days after any third-party litigation is commenced asserting such claim) give reasonably detailed written notice to the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution Indemnitor of the nature of such Third Party Claim which requires solely money damages paid by matter and the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant amount demanded or plaintiff to the Indemnified Party of a release from all liability claimed in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedconnection therewith.

Conditions to Indemnification. A Person seeking indemnification under this Section 10.1 hereof 11 (the “Indemnified Party”) in respect of a Third Party BBIL Indemnity Claim or an Ocugen Indemnity Claim, as applicable (each, an “Indemnity Claim”) shall give prompt written notice of such Third Party Indemnity Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided, that the Indemnifying Party is not contesting its obligation under this Section 11, and shall permit the Indemnifying Party to assume direction control the investigation, defense and control settlement of the defense of the Third Party such Indemnity Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Indemnity Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Indemnity Claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayin its investigation, defense and settlement of any such Indemnity Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Indemnity Claim. If the Indemnifying Party does not assume and conduct the defense of the Indemnity Claim as provided above, (i) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Indemnity Claim in any manner the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 11. The Indemnifying Party shall have no liability for any settlement of Indemnity Claims entered into by the Indemnified Party without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof this Article XIII (the “Indemnified Party”) in respect of a Third Party Alopexx Indemnity Claim or an BCI Indemnity Claim, as applicable (each, an “Indemnity Claim”) shall give prompt written notice of such Third Party Indemnity Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided that the Indemnifying Party is not contesting its obligation under this Article XIII, and shall permit the Indemnifying Party to assume direction control the investigation, defense, and control settlement of the defense of the Third Party such Indemnity Claim, ; and further provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Indemnity Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Indemnity Claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably conditioned, delayed, or withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayin its investigation, defense, and settlement of any such Indemnity Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Indemnity Claim. If the Indemnifying Party does not assume and conduct the defense of the Indemnity Claim as provided above within thirty (30) days, (i) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Indemnity Claim in any manner the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article XIII. The Indemnifying Party shall have no liability for any settlement of Indemnity Claims entered into by the Indemnified Party without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person (a) Any party seeking indemnification under Section 10.1 hereof hereunder (the “"Indemnified Party”") in shall promptly notify the other party obligated to provide indemnification hereunder (" the Indemnifying Party") of any action, suit, proceeding, demand or breach (a "Claim") with respect to which the Indemnified Party claims indemnification hereunder, provided the failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Section 12 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (a "Third Party Claim Claim"), upon receipt of such notice from the Indemnifying Party, the Indemnifying Party shall give prompt notice be entitled to participate in the defense of such Third Party Claim, if and only if each of the following conditions is satisfied, and the Indemnifying Party may assume the defense of such Third Party Claim to and, in the Party from which recovery is sought (the “Indemnifying Party”) and shall permit the Indemnifying Party to assume direction and control case of the defense of the Third Party Claimsuch an assumption, provided that the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (ai) act reasonably and the Indemnifying Party confirms in good faith writing that it is obligated hereunder to indemnify the Indemnified Party with respect to all matters relating to such Third Party Claims; and (ii) the Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that a conflict of interest makes separate representation by the Indemnified Party's own counsel advisable. The Indemnified Party shall cooperate fully in the defense or settlement of such any Third Party Claim as the defense or settlement relates and to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid extent reasonably requested by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 9 (the “"Indemnified Party”") in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”") and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claim, provided that the any such claim. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to the Indemnified Party, and (b) Parties being indemnified under this Article 9. The Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 9 and shall have the right to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 9 and which includes as an unconditional term thereof under Article 11 of the giving by such claimant or plaintiff to Collaboration Agreement, the Indemnified Party of a release from all liability in respect of shall be entitled to seek indemnification for such Third Party Claim. Portions of claim under either this ExhibitAgreement or the Collaboration Agreement, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedbut not both.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article XII (the “"Indemnified Party”") in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”") and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claimany such claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article XII and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the payment of money by the Indemnifying Party may, without the and a complete and unconditional release of all applicable claims and liability. The Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by shall cooperate with the Indemnifying Party, Party in its defense of any claim for which indemnification is sought under this Article XII and which includes as an unconditional term thereof shall have the right to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 14 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) and ); provided, that the Indemnifying Party is not contesting its obligation under this Article 14, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim (including selecting counsel) and control the disposition of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement fully releases the Indemnified Party without any liability, loss, cost or obligation incurred by the Indemnified Party (in which case prior consent shall not be required); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to such Claim (with any settlement or other resolution of such Third Party Claim which requires solely money damages paid by counsel being at its own sole cost and expense). If the Indemnifying PartyParty does not assume and conduct the defense of the Claim as provided above, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to (i) the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibitmay defend against, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant consent to the Registrant’s application requesting confidential treatment pursuant entry of any judgment, or enter into any settlement with respect to Rule 24b-2 of such Claim in any manner the Securities Exchange Act of 1934Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as amendedprovided in this Article 14.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof this Article XIII (the “Indemnified Party”) in respect of a Third Party BBIL Indemnity Claim or an Ocugen Indemnity Claim, as applicable (each, an “Indemnity Claim”) shall give prompt written notice of such Third Party Indemnity Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided, that the Indemnifying Party is not contesting its obligation under this Article XIII, and shall permit the Indemnifying Party to assume direction control the investigation, defense and control settlement of the defense of the Third Party such Indemnity Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Indemnity Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Indemnity Claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayin its investigation, defense and settlement of any such Indemnity Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Indemnity Claim. If the Indemnifying Party does not assume and conduct the defense of the Indemnity Claim as provided above, (i) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Indemnity Claim in any manner the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article XIII. The Indemnifying Party shall have no liability for any settlement of Indemnity Claims entered into by the Indemnified Party without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 10 (the “Indemnified Party”) in respect of an Ocugen Indemnity Claim or a Third Party Claim XxxXxxx Indemnity Claim, as applicable (each, an “Indemnity Claim”) shall give prompt written notice of such Third Party Indemnity Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided, that the Indemnifying Party is not contesting its obligation under this Article 10, and shall permit the Indemnifying Party to assume direction control the investigation, defense and control settlement of the defense of the Third Party such Indemnity Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Indemnity Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Indemnity Claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayin its investigation, defense and settlement of any such Indemnity Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Indemnity Claim. If the Indemnifying Party does not assume and conduct the defense of the Indemnity Claim as provided above, (i) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Indemnity Claim in any manner the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 10. The Indemnifying Party shall have no liability for any settlement of Indemnity Claims entered into by the Indemnified Party without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under Section 10.1 hereof this Article 15, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense (not subject to indemnification) in respect and through counsel of a Third Party Claim shall give prompt notice its choice; (b) the Indemnitee may, at its option, assume control of such Third Party Claim to defense or resolution if the Party from which recovery is sought (the “Indemnifying Party”) Indemnitor does not promptly and shall permit the Indemnifying Party to assume direction and control of the diligently pursue such defense of the Third Party Claimor resolution, provided that the Indemnifying Party Indemnitor shall (a) act reasonably and continue to be obligated to indemnify the Indemnitee hereunder in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, connection therewith; and (bc) neither Indemnitor nor Indemnitee shall not settle or otherwise resolve such Third Party Claim agree to any settlement without the Indemnified Partyother’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that . In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnifying Party mayIndemnitor’s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, without upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event more than twenty (20) days after any third party litigation is commenced asserting such claim) give reasonably detailed written notice to the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution Indemnitor of the nature of such Third Party Claim which requires solely money damages paid by matter and the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant amount demanded or plaintiff to the Indemnified Party of a release from all liability claimed in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedconnection therewith.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 10 (the “"Indemnified Party”') in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claimany such claim, provided that the Indemnifying Party shall (a) act reasonably and * CONFIDENTIAL TREATMENT REQUESTED in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article 10 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 10 and which includes as an unconditional term thereof shall have the right to be present hi person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); and provided that the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by Claim. If the Indemnifying PartyParty does not assume and conduct the defense of the Claim as provided above, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to (a) the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibitmay defend against, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant consent to the Registrant’s application requesting confidential treatment pursuant entry of any judgment, or enter into any settlement with respect to Rule 24b-2 of such Claim in any manner the Securities Exchange Act of 1934Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as amendedprovided in this Article 12.

Conditions to Indemnification. A Person Party seeking indemnification recovery under Section 10.1 hereof this Article 7 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially and adversely affects the ability of the Indemnifying Party to defend the applicable suit, claim or demand. Provided that the Indemnifying Party is not contesting its obligation under this Article 7, the Indemnified Party shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayin its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel, without at its own expense, at all legal proceedings with respect to such Claim. Each Indemnified Party shall have the Indemnified Party’s prior written consentright to be represented by independent counsel, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by at its own expense. If the Indemnifying PartyParty does not assume and conduct the defense of the Claim as provided above, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to (x) the Indemnified Party may defend against, consent to the entry of a release from any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (y) the Indemnifying Party shall remain responsible for reimbursing the Indemnified Party for all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated reasonable costs incurred by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, Indemnified Party as amendedprovided in this Article 7.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 13 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) and ); provided, that the Indemnifying Party is not contesting its obligation under this Article 13, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by Claim. If the Indemnifying PartyParty does not assume and conduct the defense of the Claim as provided above, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to (a) the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibitmay defend against, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant consent to the Registrant’s application requesting confidential treatment pursuant entry of any judgment, or enter into any settlement with respect to Rule 24b-2 of such Claim in any manner the Securities Exchange Act of 1934Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as amendedprovided in this Article 13.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claim, provided that the any such claim. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to the Indemnified Party, and (b) Parties being indemnified under this Article 11. The Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 11 and which includes as an unconditional term thereof shall have the right to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of indemnification. For purposes of clarity, it is understood that in the event that a release from all liability in respect of such Third Party Claim. Portions of claim is eligible for indemnification under both this Exhibit, indicated by the xxxx “[***],” were omitted Article 11 and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.under

Conditions to Indemnification. A Person seeking For purposes of this Section 8, the Party obligated to provide the indemnity will be referred to as the "Indemnitor" and the Party receiving the benefit of such indemnity will be referred to as the "Indemnitee." The Indemnitor's obligations of indemnification under Section 10.1 hereof are conditioned on (i) the “Indemnified Party”) in respect of a Third Party Claim shall give Indemnitee's reasonably prompt notice to Indemnitor of such Third Party Claim to any claim, (ii) the Party from which recovery is sought (Indemnitee permitting the “Indemnifying Party”) and shall permit the Indemnifying Party Indemnitor to assume direction and control of the defense of the Third Party Claimaction, provided that with counsel chosen by the Indemnifying Party shall Indemnitor (a) act who must be reasonably and in good faith with respect to all matters relating acceptable to the defense or settlement of such Third Party Claim as Indemnitee), (iii) the Indemnitee providing all reasonably requested information, assistance and authority to Indemnitor in the defense of the claim, at Indemnitor's expense; and (iv) Indemnitor not entering into any settlement or settlement relates compromise of any claim without the Indemnitee's prior written approval, not to be unreasonably withheld, conditioned or delayed. The Indemnitor will pay any and all costs, damages and attorneys' fees awarded against the Indemnified PartyIndemnitee, and (b) shall not all reasonable expenses incurred by the Indemnitee, in connection with or arising from any such claim, suit or proceeding. If the Parties agree to settle or otherwise resolve such Third a third party claim, neither Party Claim will publicize the settlement without first obtaining the Indemnified other Party’s prior 's written consent (permission, which consent shall permission will not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person An X4 Indemnitee or Company Indemnitee seeking indemnification recovery under Section 10.1 hereof Sections 5.4 or 5.5 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery is sought Company or X4, as the case may be (the “Indemnifying Party”) and ); provided that the Indemnifying Party is not contesting its obligation under Sections 5.4 or 5.5, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party Claim, such Claim (including without limitation any settlement thereof); provided further that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (of such Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed); provided that , unless such settlement includes a full release of the Indemnified Party, in which case the Indemnifying Party may, may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third . Each Indemnified Party Claim which requires solely money damages paid by shall cooperate with the Indemnifying Party, Party in its defense of any such Claim in all reasonable respects and which includes as an unconditional term thereof shall have the giving by right to be present in person or through counsel at all legal proceedings with respect to such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 10 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which which-recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting its obligation under this Article 1.0, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party Claim, such claim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the Indemnified PartyParties being indemnified under, and (b) shall not this Article 10. The Indemnifying Party may settle or otherwise resolve such Third claim without the prior written consent of the Indemnified Party Claim without if and only if the resolution of such claim (i) does not subject the Indemnified Party to any obligation or duty whatsoever and (ii) does not require or imply any acknowledgement of fault on the part of the Indemnified Party’s . The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. Any other disposition of such suit shall require ROSETTA’S prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the RegistrantCompany’s application requesting confidential treatment pursuant to under Rule 24b-2 406 of the Securities Exchange Act of 1934, as amendedAct.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof If either a XXXXXXX Indemnified Party or a VIVUS Indemnified Party (the each, an “Indemnified Party”) in respect of a Third intends to claim indemnification under Article 7, the Indemnified Party Claim shall (a) give prompt notice of such Third the other Party Claim to the Party from which recovery is sought (the “Indemnifying Party”) and shall permit reasonably prompt written notice of any Liability in respect of which the Indemnified Party intends to claim such indemnification, (b) reasonably cooperate with the Indemnifying Party to assume direction at the Indemnifying Party’s request and control expense, in the defense or settlement of the claim, and (c) give the Indemnifying Party the right to control the defense or settlement of the Third Party Claimclaim, provided except that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or not enter into any settlement of such Third Party Claim as the defense or settlement relates to that adversely affects the Indemnified Party, and (b) shall not settle ’s rights or otherwise resolve such Third Party Claim obligations without the Indemnified Party’s prior express written consent (consent, which consent shall will not be unreasonably withheld, conditioned withheld or delayed); provided . The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of this Section 7.2 will not relieve the Indemnifying Party of any defense or indemnity obligations hereunder except to the extent that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving is prejudiced by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedfailure.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof this Article 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) and ); provided, that the Indemnified Party under this Article 11 shall permit the Indemnifying Party to assume direction control any litigation relating to such Third Party Claim and control the disposition of the defense of the such Third Party Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party mayParty, without at the Indemnified Indemnifying Party’s prior written consentexpense, agree or consent to in its defense of any settlement or other resolution of such Third Party Claim which requires solely money damages paid in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Third Party Claim. The Indemnified Party has the right to participate, at its own expense and with counsel of its choice, at its own expense, in the defense of any claim or suit that has been assumed by the Indemnifying Party, and which includes but the Indemnifying Party will have final decision-making authority regarding all aspects of the defense. If the Parties cannot agree as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified application of Sections 11.1 or 11.2, as applicable, to any particular Third Party of a release from all liability in respect Claim, the Parties may conduct separate defenses of such Third Party Claim. Portions Each Party reserves the right to claim indemnity from the other in accordance with Sections 11.1 or 11.2, as applicable upon resolution of the underlying claim, notwithstanding the provisions of this Exhibit, indicated by Section 11.3 requiring the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant Indemnified Party to tender to the Registrant’s application requesting confidential treatment pursuant Indemnifying Party the exclusive ability to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeddefend such claim or suit.

Conditions to Indemnification. A Person An Archemix Indemnitee seeking indemnification recovery under Section 10.1 hereof this Article 8 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery is sought indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 8, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party Claimsuch Claim (including without limitation any settlement thereof); provided, provided that that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (of such Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed); provided that , unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 11 (the “"Indemnified Party”") in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”") and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claim, provided that the any such claim. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to the Indemnified Party, and (b) Parties being indemnified under this Article 11. The Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 11 and which includes as an unconditional term thereof shall have the right to be present in person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of indemnification. For purposes of clarity, it is understood that in the event that a release from all liability in respect of such Third Party Claim. Portions of claim is eligible for indemnification under both this Exhibit, indicated by the xxxx “[***],” were omitted Article 11 and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of under PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party such Claim, ; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to the such Indemnified Party, Party and (b) shall not settle or otherwise resolve such Third Party Claim claim without the Indemnified Party’s prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that . Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree right to be present in person or consent through counsel at all legal proceedings with respect to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Confidential Portions of this Exhibit, indicated by the xxxx “[***],” Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s Company's application requesting confidential treatment pursuant to under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claim, provided that the any such claim. The Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to the Indemnified Party, and (b) Parties being indemnified under this Article 11. The Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 11 and shall have the right to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 11 and which includes as an unconditional term thereof under Article 9 of the giving by such claimant or plaintiff to License Agreement, the Indemnified Party of a release from all liability in respect of shall be entitled to seek indemnification for such Third Party Claim. Portions of claim under either this ExhibitAgreement or the License Agreement, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedbut not both.

Conditions to Indemnification. A Person Party seeking indemnification under Section 10.1 hereof this Article 10 (the “"Indemnified Party”') in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the other Party from which recovery is sought (the “"Indemnifying Party”) and and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to assume direction control any litigation relating to such claim and control disposition of the defense of the Third Party Claimany such claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article 10 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that ) if such settlement involves anything other than the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution payment of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, . The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 10 and which includes as an unconditional term thereof shall have the right to be present hi person or through counsel at all legal proceedings giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedindemnification.

Conditions to Indemnification. A Person An Archemix Indemnitee seeking indemnification recovery under Section 10.1 hereof this Article 8 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the Party from which recovery is sought indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 8, shall permit the Indemnifying Party to assume direction control any litigation relating to such Claim and control the disposition of the defense of the Third Party Claimsuch Claim (including without limitation any settlement thereof); provided, provided that that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, and (b) shall not settle or otherwise resolve such Third Party Claim without the Indemnified Party’s prior written consent (of such Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed); provided that , unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. Each Indemnified Party shall cooperate with the Indemnifying Party may, without in its defense of any such Claim in all reasonable respects and shall have the Indemnified Party’s prior written consent, agree or consent right to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. be present Portions of this Exhibit, indicated by the xxxx “[***],” Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the RegistrantCompany’s application requesting confidential treatment pursuant to under Rule 24b-2 406 of the Securities Exchange Act of 1934, as amendedAct. in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking indemnification under Section 10.1 hereof (the a) With respect to each separate matter brought by any third party against which a party hereto (“Indemnified PartyIndemnitee”) is indemnified by the other party (“Indemnitor”) under this Article XIV, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the Indemnitee may, at its option, participate in respect such defense or resolution at its expense and through counsel of a Third Party Claim shall give prompt notice its choice; (b) the Indemnitee may, at its option, assume control of such Third Party Claim to defense or resolution if the Party from which recovery is sought (the “Indemnifying Party”) Indemnitor does not promptly and shall permit the Indemnifying Party to assume direction and control of the diligently pursue such defense of the Third Party Claimor resolution, provided that the Indemnifying Party Indemnitor shall (a) act reasonably and continue to be obligated to indemnify the Indemnitee hereunder in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, connection therewith; and (bc) neither Indemnitor nor Indemnitee shall not settle or otherwise resolve such Third Party Claim agree to any settlement without the Indemnified Partyother’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that . In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnifying Party mayIndemnitor’ s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, without upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event more than twenty (20) days after any third party litigation is commenced asserting such claim) give reasonably detailed written notice to the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution Indemnitor of the nature of such Third Party Claim which requires solely money damages paid by matter and the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant amount demanded or plaintiff to the Indemnified Party of a release from all liability claimed in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedconnection therewith.

Conditions to Indemnification. A Person seeking indemnification recovery under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt written notice of such Third Party Claim to the Party from which recovery whom indemnification is sought (the “Indemnifying Party”) ); provided, that the Indemnifying Party is not contesting its obligation under this Article 12, and shall permit the Indemnifying Party to assume direction control the investigation, defense and control settlement of the defense of the Third Party such Claim; and further provided, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim as the defense settlement or settlement disposition relates to such Indemnified Party. Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (i) the Indemnified PartyParty may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (bii) the Indemnifying Party shall not settle or otherwise resolve such Third remain responsible to indemnify the Indemnified Party Claim as provided in this Article 12. The Indemnifying Party shall have no liability for any settlement of Claims entered into by the Indemnified Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Person seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") who is indemnified by the other party ("Indemnitor") under Section 10.1 hereof this Article 14, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending, and/or otherwise attempting to resolve, through counsel of its choice, any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) in respect of a Third Party Claim shall give prompt notice the Indemnitee may, at its option, assume control of such Third Party Claim to defense or resolution if the Party from which recovery is sought (the “Indemnifying Party”) Indemnitor does not promptly and shall permit the Indemnifying Party to assume direction and control of the diligently pursue such defense of the Third Party Claimor resolution, provided that the Indemnifying Party Indemnitor shall (a) act reasonably and continue to be obligated to indemnify the Indemnitee hereunder in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, connection therewith; and (bc) neither Indemnitor nor Indemnitee shall not settle or otherwise resolve such Third Party Claim agree to any settlement without the Indemnified Partyother’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that . In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnifying Party mayIndemnitor’s expense. With respect to each and every matter to which any indemnification may be sought hereunder, without upon receiving notice pertaining to such matter, Indemnitee shall promptly give reasonably detailed written notice to the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution Indemnitor of the nature of such Third Party Claim which requires solely money damages paid by matter and the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant amount demanded or plaintiff to the Indemnified Party of a release from all liability claimed in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedconnection therewith.

Conditions to Indemnification. A Person Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification under Section 10.1 hereof this Article 12 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim the claim to the Party from which recovery is sought WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) and shall permit the Indemnifying Party to assume direction control and control dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the defense provisions of Section 9.2.2 to the Third Party Claimextent that Section 9.2.2 otherwise provides); provided, provided that that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the defense settlement or settlement disposition of such Third Party Claim any claim as the defense settlement or settlement disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnified Party, and (b) Indemnifying Party shall not settle or otherwise resolve such Third Party Claim any claim without prior notice to the Indemnified Party’s prior written Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that and (b) cooperate with the Indemnifying Party mayin its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to participate in all legal proceedings, without at the Indemnified Party’s prior written consentsole cost and expense, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff rise to the Indemnified Party right of a release from all liability in respect of such Third Party Claimindemnification. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended12.4.

Conditions to Indemnification. A Person seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under Section 10.1 hereof this Article 14, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve, through counsel of its choice, any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) in respect of a Third Party Claim shall give prompt notice the Indemnitee may, at its option, assume control of such Third Party Claim to defense or resolution if the Party from which recovery is sought (the “Indemnifying Party”) Indemnitor does not promptly and shall permit the Indemnifying Party to assume direction and control of the diligently pursue such defense of the Third Party Claimor resolution, provided that the Indemnifying Party Indemnitor shall (a) act reasonably and continue to be obligated to indemnify the Indemnitee hereunder in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party, connection therewith; and (bc) neither Indemnitor nor Indemnitee shall not settle or otherwise resolve such Third Party Claim agree to any settlement without the Indemnified Partyother’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that . In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnifying Party mayIndemnitor’s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, without upon receiving notice pertaining to such matter, Indemnitee shall promptly give reasonably detailed written notice to the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution Indemnitor of the nature of such Third Party Claim which requires solely money damages paid by matter and the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant amount demanded or plaintiff to the Indemnified Party of a release from all liability claimed in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedconnection therewith.