Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the 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) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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, at the Indemnified Party’s sole cost and expense, giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI IndemniteeThe right to any indemnity specified in Article 22 (Intellectual Property Indemnification), as applicable, seeking indemnification under this Article 12 35.1 (the “Indemnified Party”Boeing’s Indemnity) and Article 35.2 (Customer’s Indemnity) shall give prompt notice of the claim to the 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) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands be subject to the provisions following conditions: A. The Party seeking indemnification shall promptly advise the other Party in writing of Section 9.2.2 the filing of any suit or of any written or oral claim upon receipt thereof and shall provide the other Party, at its request and at the indemnifying Party’s expense, with copies of all documentation and reasonable assistance relevant to such suit or claim. Notwithstanding anything to the extent that Section 9.2.2 otherwise provides); providedforegoing, that, the Indemnifying Party shall act reasonably and a delay in good faith with respect to all matters relating to the settlement providing written notice of a suit or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle relieve a Party from its indemnity obligations unless such delay materially prejudices a Party’s ability to defend the suit or otherwise resolve claim. B. The Party seeking indemnification shall not make any claim admission nor shall it reach a compromise or settlement without the prior notice to the Indemnified Party and the consent written approval of the Indemnified Party (other Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed); . C. The indemnifying Party shall assist and (b) cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit in settlement thereof and shall satisfy any judgments rendered by a court of competent jurisdiction in such suits and shall make all settlement payments. The Party seeking indemnification may participate in all legal proceedings, any defense at the Indemnified Party’s sole cost and its own expense, giving rise using counsel reasonably acceptable to the right indemnifying Party, provided there is no conflict of indemnificationinterest and that such participation would not adversely affect the conduct of the proceedings.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 6 (the “Indemnified Party”) shall give prompt notice of the claim Claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose assume the defense of any litigation relating to such Claim and disposition of any such claims, actions, suits Claim unless the Indemnifying Party is also a party (or demands relating 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 (except for claimsClaim or proceeding that are in conflict with the interests of the Indemnifying Party, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act reasonably diligently and in good faith with respect to all matters relating to the settlement or disposition of any claim Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided6, further(ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, that the Indemnifying Party or (iii) shall not settle or otherwise resolve any claim Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim Claim for which indemnification is sought under the Indemnifying Party has assumed the defense in accordance with this Article 12. The Indemnified Party Section 6.3, and shall have the right (at its own expense) to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification CELGENE's obligations under this Article 12 (the “Indemnified Party”) Section 9 shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation, apply only if the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose Parties promptly notify CELGENE of any loss, claim, damage, liability or action in respect of which the Indemnified Parties intend to claim such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to indemnification. CELGENE shall assume the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith defense thereof with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice counsel mutually satisfactory to the Indemnified Party and the consent of the Indemnified Party (which consent shall Parties whether or not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in its defense of any such claim for which indemnification is sought under this Article 12rightfully brought. The Each Indemnified Party shall have the right to participate in all legal proceedingsretain its own counsel, at the Indemnified Party’s sole cost and its own expense, giving rise provided that CELGENE shall reimburse such Indemnified Party for such expense if representation of such Indemnified Party by the counsel retained by CELGENE would be inappropriate due to actual or 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 right commencement of any such action, only if prejudicial to its ability to defend such action, shall relieve CELGENE of any liability to any Indemnified Party under this Section 9, but the omission so to deliver notice to CELGENE will not relieve it of 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 the investigations of any action, claim or liability covered by this indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 9 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the 9. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party 9 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, 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 under Article 11 of the Collaboration Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the Collaboration Agreement, but not both.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 Section 10 (the “Indemnified Party”) shall give prompt notice of the claim Claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control any litigation relating to such Claim and dispose disposition of any such claimsClaim, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 Section 10 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim Claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to participate in all legal proceedings, at the Indemnified Party’s sole cost and expense, giving rise to the right of indemnificationSection 10.

Conditions to Indemnification. A Paratek Indemnitee If either a TRACON Indemnified Party or a WCCI IndemniteeXxxxxxx Indemnified Party (each, as applicable, seeking indemnification under this Article 12 (the an “Indemnified Party”) shall intends to seek indemnification under Section 9.1, the Indemnified Party must: (a) give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) 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 at the Indemnifying Party’s request and 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 claim, provided that the Indemnifying Party is will not contesting the indemnity obligation, enter into any settlement that adversely affects the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits Party’s rights or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim obligations without prior notice to the Indemnified Party and the consent of the Indemnified Party (Party’s prior express written consent, which consent shall will not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to may participate in all legal proceedingsthe defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, at any failure of the Indemnified Party’s sole cost and expense, giving rise 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 right of indemnificationextent that the Indemnifying Party is prejudiced by such failure.

Conditions to Indemnification. A Paratek Indemnitee If either a Xxxxxxx Indemnified Party or a WCCI IndemniteeLicensee Indemnified Party (each, as applicable, seeking indemnification under this Article 12 (the an “Indemnified Party”) shall intends to seek indemnification under Section 10.1, the Indemnified Party must: (a) give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) 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 at the Indemnifying Party’s request and 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 claim, provided that the Indemnifying Party is will not contesting the indemnity obligation, enter into any settlement that adversely affects the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits Party’s rights or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim obligations without prior notice to the Indemnified Party and the consent of the Indemnified Party (Party’s prior express written consent, which consent shall will not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party shall have the right to may participate in all legal proceedingsthe defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, at any failure of the Indemnified Party’s sole cost and expense, giving rise 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 right of indemnificationextent that the Indemnifying Party is prejudiced by such failure.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, party seeking indemnification under this Article 12 11 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying other party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsand disposition of any such claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties parties being indemnified under this Article 12 11 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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. The Indemnified Party 11 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 10 (the “"Indemnified Party”") shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ") and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsand disposition of any such claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 10 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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. The Indemnified Party 12 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 10 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 10, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsClaim and the disposition of such Claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) not settle or otherwise resolve any claim such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, giving rise proceedings with respect to the right of indemnificationsuch Claim. 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 “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from which recovery is sought (the “Indemnifying Party”). Provided that ) and, if the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to Claim and the provisions disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)such Claim; provided, provided that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition it relates to Parties being indemnified under this Article 12 the Indemnified Party or Person, (b) use counsel that does not have any conflict of interest in such representation, and provided, further, that the Indemnifying Party shall (c) not settle or otherwise resolve any claim such Claim without the prior notice to the Indemnified Party and the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party or Person shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedingsproceedings with respect to such Claim. In no event shall the Indemnifying Party settle any Claim, at other than for a monetary settlement, in a manner that would adversely affect the Indemnified other Party without such other Party’s sole cost and expensewritten consent, giving rise not to the right of indemnificationbe unreasonably withheld, conditioned or delayed.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI IndemniteeThe right to any indemnity specified in Article 19, as applicable, seeking indemnification under this Article 12 (the “Indemnified Party”) 20.1 and Article 20.2 shall give prompt notice of the claim to the 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) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands be subject to the provisions following conditions: A. Purchaser shall be the only party entitled to enforce this Article on behalf of Section 9.2.2 itself and any of the Indemnified Companies, and the Parties agree that none of the Indemnified Companies shall be considered as third party beneficiaries entitled to enforce this Article directly against Contractor. The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit or of any written or oral claim upon receipt thereof (provided that any delay in providing such notice to Contractor shall relieve Contractor of its indemnity obligations only to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith delay materially prejudices Contractor with respect to all matters relating to defense of such claim) and shall provide the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 other Party, at its request and provided, further, that at the Indemnifying Party’s expense, with copies of all documentation relevant to such suit or claim. B. The Party seeking indemnification shall not settle make any admission nor shall it reach a compromise or otherwise resolve any claim settlement without the prior notice to the Indemnified Party and the consent written approval of the Indemnified Party (other Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed); . C. The indemnifying Party shall assist and (b) cooperate with assume, when not contrary to the Indemnifying Party in its governing rules of procedure, the defense of any claim for which indemnification is sought under this Article 12or suit in settlement thereof and shall satisfy any judgments rendered by a court of competent jurisdiction in such suits and shall make all settlement payments. The Indemnified Party shall have the right to seeking indemnification may participate in all legal proceedings, any defense at the Indemnified Party’s sole cost and its own expense, giving rise using counsel reasonably acceptable to the right indemnifying Party, provided there is no conflict of indemnificationinterest and that such participation would not adversely affect the conduct of the proceedings.

Conditions to Indemnification. A Paratek Indemnitee or With respect to each separate matter brought by any third party against which a WCCI party hereto ("Indemnitee, as applicable, seeking indemnification ") is indemnified by the other party ("Indemnitor") under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation14, the Indemnified Party Indemnitor shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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 proceedingsresponsible, at the Indemnified Party’s its sole cost and expense, giving rise 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 Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other’s prior written consent (which shall not be unreasonably withheld or delayed). 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 Indemnitor’s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly give reasonably detailed written notice to the right Indemnitor of indemnificationthe nature of such matter and the amount demanded or claimed in connection therewith.

Conditions to Indemnification. A Paratek An X4 Indemnitee or a WCCI Indemnitee, as applicable, Company Indemnitee seeking indemnification recovery under this Article 12 Sections 5.4 or 5.5 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI Company or Paratek X4, as the applicable indemnifying party case may be (the “Indemnifying Party”). Provided ; provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under Sections 5.4 or 5.5, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim Claim and the disposition of such Claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise providesincluding without limitation any settlement thereof); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, provided further that the Indemnifying Party shall not settle or otherwise resolve any claim such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (b) , 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 in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, giving rise proceedings with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 Section 13 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Section 13. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party Section 13 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek An Archemix Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification recovery under this Article 12 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided ) and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 8, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim Claim and the disposition of such Claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise providesincluding without limitation any settlement thereof); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (b) , 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 in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present 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. in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, giving rise proceedings with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification The obligations and liabilities of the Parties under this Article 12 Section 9 with respect to Third-Party claims shall be subject to the following terms and conditions: 9.3.1 The Party claiming indemnification (the “Indemnified Party”) shall give prompt written notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided that the ) of any assertion of a claim by a Third Party which might give rise to a claim by Indemnified Party against Indemnifying Party is not contesting based on an indemnification obligation set forth in this Section 9, stating the indemnity obligationnature and basis of said assertion and the amount thereof, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); providedknown, thatwithin ten (10) business days after an officer of Indemnified Party learns of the claim or receives notice thereof. 9.3.2 In the event any action, the Indemnifying Party shall act reasonably and in good faith suit or proceeding is brought against Indemnified Party, with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the which Indemnifying Party may have liability under pursuant to this Section 9, the action, suit or proceeding shall, upon the written request of Indemnified Party, be defended (including all proceedings on appeal or for review which counsel for the defendant shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (bdeem appropriate) cooperate with the by Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12Party. The Indemnified Party shall have the right to participate in all legal proceedingsbe represented by advisory counsel and accountants, at the Indemnified Party’s sole cost and its own expense, giving rise and shall be kept informed of such action, suit, or proceeding at all stages thereof, whether or not it is so represented. Indemnifying Party shall make available to Indemnified Party and its attorneys and accountants all books and records of Indemnifying Party relating to such action, suit or proceeding. The Parties will render reasonable assistance to each other in order to ensure the right proper and adequate defense of indemnificationany such action, suit or proceeding. 9.3.3 Neither Party shall make any settlement of any claims that are the subject of a claim of indemnification under this Section 9 without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, person seeking indemnification recovery under this Article 12 Section 5 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from which recovery is sought (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Section 5, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to Claim and the provisions disposition of Section 9.2.2 to the extent such Claim; provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act (a) acts reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) does not settle or otherwise resolve any such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedings, at the proceedings with respect to such Claim. Indemnified Party’s sole cost and expense's failure to provide a notice to Indemnifying Party under this Section 5.4 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, giving rise to but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing notice, which delay materially prejudices the right defense of indemnificationthe related third-party claim.

Conditions to Indemnification. A Paratek Indemnitee The obligations and liabilities of Infos LUX and Infos USA hereunder with respect to its indemnities pursuant to this Section, resulting from any claim or a WCCI Indemniteeother assertion of liability by third parties, shall be subject to the following terms and conditions: (a) The Indemnified Party must give the other party or parties, as applicable, seeking indemnification under this Article 12 the case may be (the “Indemnified "Indemnifying Party”) shall give "), prompt notice of (i) any claim or potential claim, (ii) the claim commencement of any action or proceeding, or (iii) the occurrence of any other event the Indemnified Party reasonably believes shall give rise to the WCCI or Paratek as events specified in clauses (i) and (ii) and the applicable indemnifying party (indemnification rights under this Section, provided, however, that failure to give such notice promptly shall not affect the “Indemnifying Party”). Provided that liability of the Indemnifying Party is not contesting under this Agreement unless the indemnity obligationfailure to give such notice promptly adversely affects the Indemnified Party's ability to defend itself against the claim giving rise to Indemnified Party's claim for indemnification or to cure the default giving rise to such claim. (b) If the Indemnifying Party within reasonable time after notice of a claim hereunder fails to defend such claim, the Indemnified Party shall (a) permit be entitled to undertake the defense, compromise or settlement of such claim at the reasonable expense of and for the account and risk of the Indemnifying Party subject to the right of the Indemnifying Party to control and dispose cooperate in the defense of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject at any time prior to the provisions of Section 9.2.2 settlement, compromise or final determination thereof. (c) The Indemnifying Party will not, without Indemnified Party's written consent, settle or compromise any claim (to the extent that notice was given as provided in Section 9.2.2 otherwise provides7.2(a) above); provided, that, or consent to any entry or judgment which does not include as an unconditional term thereof the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to giving by the settlement claimant or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice plaintiff to the Indemnified Party and the consent of a release from all liability with respect to such claim, provided, however, that should the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with assume the Indemnifying Party in its control of the defense of any a claim for which indemnification is sought under this Article 12. The pursuant to Section 7.2(b), the Indemnified Party shall have the right authority to participate in all legal proceedingssettle or compromise any claim or consent to any entry of judgment, at without the Indemnified Indemnifying Party’s sole cost and expense, giving rise to the right of indemnification's prior consent.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification under this Article 12 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of the claim such Third Party Claim to the WCCI or Paratek as the applicable indemnifying party Party from whom indemnification is sought (the “Indemnifying Party”). Provided ; provided, that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party under this Article 11 shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to Third Party Claim and the provisions disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)such Third Party Claim; and further provided, that, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Third Party Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) not settle or otherwise resolve any such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party Party, at the Indemnifying Party’s expense, in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified such Third Party Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedingsproceedings 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, but the Indemnifying Party will have final decision-making authority regarding all aspects of the defense. If the Parties cannot agree as to the application of Sections 11.1 or 11.2, as applicable, to any particular Third Party Claim, the Parties may conduct separate defenses of such Third Party Claim. 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 Section 11.3 requiring the Indemnified Party’s sole cost and expense, giving rise Party to tender to the right of indemnificationIndemnifying Party the exclusive ability to defend such claim or suit.

Conditions to Indemnification. A Paratek Indemnitee If either a SELTEN Indemnified Party or a WCCI IndemniteeVIVUS Indemnified Party (each, as applicable, seeking indemnification under this Article 12 (the an “Indemnified Party”) shall give prompt notice of the intends to claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligationindemnification under Article 7, the Indemnified Party shall (a) permit give the other Party (the “Indemnifying Party”) 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 control at the Indemnifying Party’s request and dispose expense, in the defense or settlement of any such claimsthe claim, actions, suits or demands relating to such claim and (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, c) give the Indemnifying Party shall act reasonably and in good faith with respect the right to all matters relating to control the defense or settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and providedclaim, further, except that the Indemnifying Party shall not settle or otherwise resolve enter into any claim without prior notice to settlement that adversely affects the Indemnified Party’s rights or obligations under this Agreement without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld or delayed. The Indemnified Party and may participate in the consent 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 (which consent shall to comply with the provisions of this Section 7.2 will not be unreasonably withheld, conditioned or delayed); and (b) cooperate with relieve the Indemnifying Party in 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, at the Indemnified Party’s sole cost and expense, giving rise defense or indemnity obligations hereunder except to the right of indemnificationextent that the Indemnifying Party is prejudiced by such failure.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 11 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the 11. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party 11 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, 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 under Article 9 of the License Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the License Agreement, but not both.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 Section 13 (the “"Indemnified Party”") shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ") and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Section 13. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party Section 13 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee If either a XXXXXXX Indemnified Party or a WCCI IndemniteeVIVUS Indemnified Party (each, as applicable, seeking indemnification under this Article 12 (the an “Indemnified Party”) shall give prompt notice of the intends to claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligationindemnification under Article 7, the Indemnified Party shall (a) permit give the other Party (the “Indemnifying Party”) 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 control at the Indemnifying Party’s request and dispose expense, in the defense or settlement of any such claimsthe claim, actions, suits or demands relating to such claim and (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, c) give the Indemnifying Party shall act reasonably and in good faith with respect the right to all matters relating to control the defense or settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and providedclaim, further, except that the Indemnifying Party shall not settle or otherwise resolve enter into any claim without prior notice to settlement that adversely affects the Indemnified Party’s rights or obligations without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld or delayed. The Indemnified Party and may participate in the consent 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 (which consent shall to comply with the provisions of this Section 7.2 will not be unreasonably withheld, conditioned or delayed); and (b) cooperate with relieve the Indemnifying Party in 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, at the Indemnified Party’s sole cost and expense, giving rise defense or indemnity obligations hereunder except to the right of indemnificationextent that the Indemnifying Party is prejudiced by such failure.

Conditions to Indemnification. A Paratek Indemnitee In any case which indemnification or a WCCI Indemnitee, as applicable, seeking indemnification holding harmless of a party is provided for under this Article 12 Lease by either party (the “Indemnified Party”"INDEMNIFYING PARTY"), the party seeking to be held harmless or indemnified (the "INDEMNIFIED PARTY") shall give prompt comply with the following: (i) The Indemnified Party shall tender the claim or other matter in question to the Indemnifying Party by written notice promptly after the Indemnified Party becomes aware of the issue and in any event in sufficient time to permit a complete defense of the claim or issue. (ii) Except to the WCCI or Paratek extent the claim is covered by insurance carried by either party, in which event responsibility for defending the matter shall be determined as specified by the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligationparties' respective insurers, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, thatthis Lease, the Indemnifying Party shall act be responsible for defending, compromising and paying the claim. (iii) The Indemnified Party shall provide all information reasonably required and requested by the Indemnifying Party and reasonably cooperate in good faith with respect the defense of the claim. (iv) The Indemnified Party shall take no action which materially impairs the Indemnifying Party's ability to all matters relating defend the claim. (v) The Ind emnified Party may, but shall not be obligated to, employ counsel of its own choosing at its sole cost and expense to participate in defending the settlement or disposition claim, but such counsel shall have no authority to control the defense. (vi) If the Indemnifying Party, after receipt of any claim notice as the settlement or disposition relates to Parties being indemnified under this Article 12 and herein provided, furthershall fail to promptly proceed to defend and thereafter diligently pursue the defense of the claim, that then the Indemnified Party may defend and thereafter compromise or pay it, and the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice be obligated to reimburse the cost thereof to the Indemnified Party and the consent within thirty (30) days of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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, at the Indemnified Party’s sole cost and expense, giving rise to the right of indemnificationreceiving an invoice therefor.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 14 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from whom indemnification is sought (the “Indemnifying Party”). Provided ; provided, that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 14, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim Claim (except for claims, actions, suits or demands subject to including selecting counsel) and the provisions disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)such Claim; and further provided, that, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) not settle or otherwise resolve any such claim without the prior notice to the Indemnified Party and the written consent of the 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); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedings, proceedings with respect to such Claim (with any such counsel being at the Indemnified Party’s its own sole cost and expense). If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, giving rise (i) the Indemnified Party may defend against, consent to the right entry of indemnificationany 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 (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 14.

Conditions to Indemnification. A Paratek Indemnitee or With respect to each separate matter brought by any third party against which a WCCI party hereto ("Indemnitee, as applicable, seeking indemnification ") is indemnified by the other party ("Indemnitor") under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation14, the Indemnified Party Indemnitor shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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 proceedingsresponsible, at the Indemnified Party’s its sole cost and expense, giving rise 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 Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other’s prior written consent (which shall not be unreasonably withheld or delayed). 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 Indemnitor’s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly give reasonably detailed written notice to the right Indemnitor of indemnificationthe nature of such matter and the amount demanded or claimed in connection therewith.

Conditions to Indemnification. A Paratek An Archemix Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification recovery under this Article 12 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided ) and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 8, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim Claim and the disposition of such Claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise providesincluding without limitation any settlement thereof); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim such Claim without the prior notice written consent of such Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Indemnified Party and the consent Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (b) , 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 in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, giving rise proceedings with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt written notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from whom indemnification is sought (the “Indemnifying Party”). Provided ; provided, that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, the Indemnified Party and shall (a) permit the Indemnifying Party to control the investigation, defense and dispose settlement of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)Claim; and further provided, that, that the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying such Indemnified Party. Each Indemnified Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under 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 Party 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 (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 12. The Indemnified Indemnifying Party shall have the right to participate in all legal proceedings, at no liability for any settlement of Claims entered into by the Indemnified Party without the prior written consent of the Indemnifying Party’s sole cost and expense, giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or With respect to each separate matter brought by any third party against which a WCCI party hereto ("Indemnitee, as applicable, seeking indemnification ") who is indemnified by the other party ("Indemnitor") under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation14, the Indemnified Party Indemnitor shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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 proceedingsresponsible, at the Indemnified Party’s its sole cost and expense, giving rise 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 Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other’s prior written consent (which shall not be unreasonably withheld or delayed). 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 Indemnitor’s expense. With respect to each and every matter to which any indemnification may be sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly give reasonably detailed written notice to the right Indemnitor of indemnificationthe nature of such matter and the amount demanded or claimed in connection therewith.

Conditions to Indemnification. A Paratek Indemnitee or With respect to each separate matter brought by any third party against which a WCCI party hereto ("Indemnitee, as applicable, seeking indemnification ") is indemnified by the other party ("Indemnitor") under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligationSection, the Indemnified Party Indemnitor shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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 proceedingsresponsible, at the Indemnified Party’s its sole cost and expense, giving rise 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 such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other party 's prior written consent (which shall not be unreasonably withheld or delayed). 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 Indemnitor's sole expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, 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 right Indemnitor of indemnificationthe nature of such matter and the amount demanded or claimed in connection therewith.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 9 (the “"Indemnified Party”") shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ") and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the 9. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party 9 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, 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 under Article 11 of the Collaboration Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the Collaboration Agreement, but not both.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 XII (the “"Indemnified Party”") shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ") and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsand disposition of any such claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 XII and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); ) if such settlement involves anything other than the payment of money by the Indemnifying Party and (b) a complete and unconditional release of all applicable claims and liability. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party XII and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI IndemniteeThe right to any indemnity specified in Article 18, as applicable, seeking indemnification under this Article 12 (the “Indemnified Party”) 19.1 and Article 19.2 shall give prompt notice of the claim be subject to the 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 following conditions: (a) permit The Party seeking indemnification shall promptly advise the Indemnifying other Party to control and dispose in writing of the filing of any such claimssuit or of any written claim upon receipt thereof and shall provide the other Party, actionsat its request and at the indemnifying Party’s expense, suits or demands relating with copies of all documentation and reasonable assistance relevant to such claim (except for claims, actions, suits suit or demands subject claim. Notwithstanding anything to the provisions foregoing, a delay in providing written notice of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement a suit or disposition of any written claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle relieve a Party from its indemnity obligations unless such delay materially prejudices a Party’s ability to defend the suit or otherwise resolve any claim claim. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) The Party seeking indemnification shall not reach a compromise or settlement without the prior notice to the Indemnified Party and the consent written approval of the Indemnified Party (other Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed); , provided that the indemnifying Party has agreed in writing and without limitation to defend the applicable claim. (bc) cooperate with The indemnifying Party shall assume the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12or suit thereof and shall satisfy any judgments rendered by a court of competent jurisdiction in such suits and shall make all settlement payments. The Indemnified Party shall have the right to seeking indemnification may participate in all legal proceedings, any defense at the Indemnified Party’s sole cost and its own expense, giving rise using counsel reasonably acceptable to the right of indemnificationindemnifying Party.

Conditions to Indemnification. A Paratek Indemnitee or With respect to each separate matter brought by any third party against which a WCCI party hereto ("Indemnitee, as applicable, seeking indemnification ") is indemnified by the other party ("Indemnitor") under this Article 12 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”). Provided that the Indemnifying Party is not contesting the indemnity obligation15, the Indemnified Party Indemnitor shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands relating to such claim (except for claims, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) cooperate with the Indemnifying Party in 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 proceedingsresponsible, at the Indemnified Party’s its sole cost and expense, giving rise 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 such defense or resolution at its expense (not subject to indemnification) and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other’s prior written consent (which shall not be unreasonably withheld or delayed). 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 Indemnitor’s expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, 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 right Indemnitor of indemnificationthe nature of such matter and the amount demanded or claimed in connection therewith.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 10 (the “"Indemnified Party”') shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsand disposition of any such claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and * CONFIDENTIAL TREATMENT REQUESTED in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 10 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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. The Indemnified Party 10 and shall have the right to participate in be present hi person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 11 (the “"Indemnified Party”") shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ") and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the 11. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party 11 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, 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 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.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from whom indemnification is sought (the “Indemnifying Party”). Provided ; provided, that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 13, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to Claim and the provisions disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)such Claim; and further provided, that, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) not settle or otherwise resolve any such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedingsproceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, at (a) the Indemnified Party’s sole cost and expenseParty may defend against, giving rise consent to the right entry of indemnificationany 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 (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 13.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 10 (the “"Indemnified Party”') shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “"Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claimsand disposition of any such claim, actions, suits or demands subject to the provisions of Section 9.2.2 to the extent provided that Section 9.2.2 otherwise provides); provided, that, the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 10 and provided, further, that the Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money 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. The Indemnified Party 10 and shall have the right to participate in be present hi person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Party seeking indemnification under this Article 12 11 (the “Indemnified Party”) shall give prompt notice of the claim to the WCCI or Paratek as the applicable indemnifying party other Party (the “Indemnifying Party”). Provided ) and, provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to the provisions and disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides); provided, that, the any such claim. The Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to Parties being indemnified under this Article 12 and provided, further, that the 11. The Indemnifying Party shall not settle or otherwise resolve any claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); and (b) if such settlement involves anything other than the payment of money 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 12. The Indemnified Party 11 and shall have the right to participate be present in person or through counsel at all legal proceedings, at the Indemnified Party’s sole cost and expense, 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 under

Conditions to Indemnification. A Paratek Indemnitee or a WCCI Indemnitee, as applicable, Person seeking indemnification recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the claim such Claim to the WCCI or Paratek as the applicable indemnifying party Party from whom indemnification is sought (the “Indemnifying Party”). Provided ; and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, the Indemnified Party shall (a) permit the Indemnifying Party to control and dispose of any such claims, actions, suits or demands litigation relating to such claim (except for claims, actions, suits or demands subject to Claim and the provisions disposition of Section 9.2.2 to the extent that Section 9.2.2 otherwise provides)such Claim; and further provided, that, that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim such Claim as the settlement or disposition relates to Parties being indemnified under this Article 12 such Indemnified Party and provided, further, that the Indemnifying Party shall (b) not settle or otherwise resolve any such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) . Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any claim for which indemnification is sought under this Article 12. The Indemnified Party such Claim in all reasonable respects and shall have the right to participate be present in person or through counsel at all legal proceedingsproceedings with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, at (a) the Indemnified Party’s sole cost and expenseParty may defend against, giving rise consent to the right entry of indemnificationany 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 (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 12.