Common use of Control of Defense Clause in Contracts

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Liabilities to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Damages to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third such Third-Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable Notwithstanding anything herein to the Indemnified Party or contrary, Parent shall have the sole right to defend and control any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated proceeding related to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyShared Liabilities.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense, and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim, and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.6(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.6(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.5(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Person seeking indemnification in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's such claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified indemnified Party.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the no xxxx from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At An Indemnifying Party may elect to assume and control the defense of (and seek to settle or compromise), at its optionown expense and with its own counsel (provided that such counsel must be reasonably acceptable to the Indemnitee, taking into account any conflicts of interest), any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in any or all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third such Third-Party Claim by Claim. Notwithstanding anything to the indemnifying contrary, the Indemnifying Party shall not be construed as an acknowledgment have the right to control the defense of any Third-Party Claim (i) to the extent that such Third-Party Claim seeks criminal penalties, or seeks injunctive or other equitable relief (unless the indemnifying Party injunctive or equitable relief being sought is liable solely ancillary or incidental to indemnify any indemnified Party in respect of the Third Third-Party Claim, nor shall it constitute and, if granted, would not have a waiver by material adverse impact on the indemnifying Indemnitee or the Indemnitee’s business) or (ii) if the Party to this Agreement which is part of such Indemnitee’s Group has determined in good faith that the Indemnifying Party controlling such defense would reasonably be expected to have a material adverse impact on the reputation or the business relations of the Indemnitee or its Group. To the extent of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claimconflict between this Section 4.5(b) and Section 4.11, the indemnifying Party may appoint as lead counsel in the defense terms of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party Section 4.11 shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Partyprevail.

Control of Defense. At its optionPromptly upon learning of any grounds that may reasonably and foreseeably lead to a claim under any provision of this Agreement, which provision provides for indemnification of one party by another (a “Potential Indemnity Claim”) by any party hereto (the “Indemnified Party”) against the other party hereto (the “Indemnifying Party”), the indemnifying Indemnified Party may assume shall promptly notify the Indemnifying Party of such grounds in writing, provided that the Indemnifying Party can provide evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has the financial ability to satisfy the Potential Indemnity Claim, the Indemnifying Party shall have the right, but not the obligation, to defend, contest and control the defense of any Third such Potential Indemnity Claim, including choosing counsel and controlling any settlement of the Potential Indemnity Claim, provided, however, the Indemnifying Party shall not compromise or settle any Potential Indemnity Claim by giving without the prior written notice to consent of the Indemnified Party, unless such compromise or settlement does not admit liability or culpability of the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of and includes an Indemnification Claim Notice. The assumption unconditionally release from liability of the Indemnified Party. If, at any time prior to the conclusion of such defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment or contest, there are reasonable grounds to believe that the indemnifying Indemnifying Party is liable does not have the financial ability to indemnify any indemnified Party in respect of satisfy the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Potential Indemnity Claim, the Indemnified Party shall immediately deliver have the right to assume control of such defense or contest, including replacing counsel and controlling any settlement. If the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with reasonably demonstrates the Third Party Claim. Should financial ability to satisfy the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to Potential Indemnity Claim but requests the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with to control the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claimcontest, the Indemnified Party shall reimburse contest any Potential Indemnity Claim in good faith and shall forebear from compromising or settling any Potential Indemnity Claim without the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense prior written consent of the Third Party Claim with respect to such Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned.

Control of Defense. At its optionAs a condition precedent to any indemnification obligations hereunder, the indemnifying Party may assume the defense of any Third Party Claim by giving entity entitled to indemnification under this Article 9 shall give written notice to the Indemnified indemnifying Party within thirty (30) days of any Claims that may be subject to indemnification, promptly after learning of such Claim, provided that, no delay in giving or failure to give notice by the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third indemnified Party Claim by to the indemnifying Party shall not of any Claims that may be construed as an acknowledgment subject to indemnification under this Agreement will adversely affect any of the other rights or remedies that the indemnified Party has under this Agreement, or alter or relieve the indemnifying Party of its obligation to indemnify the indemnified Party, except to the extent that the indemnifying Party is liable to indemnify any indemnified Party in respect prejudiced thereby. If such Claim falls within the scope of the Third Party Claimindemnification obligations of this Article 9, nor shall it constitute a waiver by then the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party, provided that, in the case of a Third Party Claimconflict of interest, the indemnified Party may be represented by separate counsel of its choosing at the indemnifying Party’s expense. The indemnified Party shall cooperate with the indemnifying Party in such defense. Except in the case of a conflict as provided above, the indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal litigation costs or expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnified Party without the indemnifying Party’s written consent, which consent shall not be unreasonably withheld. The indemnifying Party in its defense shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the Third rights granted to the indemnified Party Claim with respect to such Indemnified Partyunder this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claims by giving written notice to the Indemnified Party within thirty (30) […***…] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The ; provided that the assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's claim for indemnification’s Claim. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party such Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (c) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense defense, or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated obliged to indemnify, defend defend, or hold harmless an Indemnified Party from and against the Third Party any Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Loss incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 12.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its optionindemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the indemnifying Indemnifying Party may to assume direction and control of the defense of any Third Party Claim by giving written notice the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including reasonable and documented attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Noticeany invoice therefor from the Indemnified Party. The assumption Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense of a Third Party Claim thereof and shall consider recommendations made by the indemnifying other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be construed as an acknowledgment that the indemnifying unreasonably withheld, delayed or conditioned. The Indemnifying Party is liable shall not agree to indemnify any indemnified Party settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party from all original notices and documents (including court papers) received by liability with respect thereto, that imposes any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to liability or obligation on the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred that acknowledges fault by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse without the indemnifying prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by retaining the indemnifying right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of the Third Party Claim with respect to such Indemnified Partyunderlying claim.

Control of Defense. At As its option, the indemnifying Party Indemnitor may then assume the defense responsibility for and shall have full control of any Third Party Claim such matter by giving written notice to the Indemnified Party Claimant within thirty (30) days after the indemnifying Party's Indemnitor’s receipt of an Indemnification Claim Noticenotice from Claimant. The assumption of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party Claimant in respect of the Third Party Claimclaim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's Claimant’s claim for indemnification. Upon assuming the defense of a Third Party Claimclaim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claimclaim, the Indemnified Party Claimant shall immediately deliver to the indemnifying Party Indemnitor all original notices and documents (including court papers) received by any indemnified Party Claimant in connection with the Third Party Claimclaim. Should the indemnifying Party Indemnitor assume the defense of a Third Party Claimclaim, the indemnifying Party except as provided below, Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Claimant for any legal expenses subsequently incurred by such indemnified Party Claimant in connection with the analysis, defense or settlement of the Third Party Claimclaim. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party Claimant from and against the Third Party Claimclaim, the Indemnified Party Claimant shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party claims incurred by the indemnifying Party Indemnitor in its defense of the Third Party claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but not control, the defense of such Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Claimant’s own expense unless (a) the employment thereof has been specifically authorized by Indemnitor in writing, (b) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 14.4.2 (in which case Claimant shall control the defense) or (c) the interests of Claimant and Indemnitor with respect to such Indemnified PartyClaim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules or equitable principles.

Control of Defense. At In the event a party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its optionindemnification obligation under this Agreement except to the extent that such Indemnifying Party is actually damaged or prejudiced as a result of such failure to timely give notice), shall permit the indemnifying Indemnifying Party may to assume direction and control of the defense of any Third the claim (including the right to settle the claim), and shall cooperate as reasonably requested (at the expense of the Indemnifying Party) in the defense and/or settlement of the claim. If the Indemnifying Party Claim by giving written notice to the Indemnified Party does not assume control of such defense within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption receiving notice of the claim from the Indemnified Party or if the Indemnifying Party fails to actively and diligently conduct such defense and does not cure such failure within thirty (30) days after receiving written notice thereof from the Indemnified Party with reasonable details of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claimsuch failure, the Indemnified Party shall immediately deliver to control such defense and, without limiting the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party ClaimIndemnifying Party’s indemnification obligations, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Indemnifying Party shall reimburse the indemnifying Indemnified Party for any and all costs and expenses (reasonable costs, including attorneys' fees and costs of suit) and any Losses reasonable attorney fees, incurred by the indemnifying Indemnified Party in defending itself. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the other party reasonably advised of the Third Party Claim status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto. The controlling party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If the parties cannot agree as to the application of Section 11.1 or 11.2 to any claim, pending resolution of the dispute pursuant to Article 12, the parties may conduct separate defenses of such claims, with each party retaining the right to claim indemnification from the other party in accordance with Section 11.1 or 11.2, as applicable, upon resolution of the underlying claim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claim, except for any Third Party Infringement Claim, the procedures for which are set forth in Section 8.6.2, by giving written notice to notifying the Indemnified Party in writing within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice; provided that if the interests of the applicable Indemnified Party and any AbbVie Indemnitee or Morphic Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principles, the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the AbbVie Indemnitees or the Morphic Indemnitees, as applicable. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an AbbVie Indemnitee’s or Morphic Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party reasonably acceptable to the Indemnified Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party ClaimClaim as provided in this Section 11.3.2, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in this Section 11.3.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any AbbVie Indemnitee or Morphic Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (i) the Third Party Claim solely seeks monetary damages and (ii) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (i) and (ii), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party ClaimClaim (except as provided in the immediately prior sentence), nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.5(a), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. Conditions. The obligations of an Indemnifying Party under this Section 5 with respect to Indemnifiable Losses arising from claims of any Third Party that are subject to indemnification as provided for in Section 5.2 or 5.3 (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) At its option, the indemnifying an Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's its receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party (even if the provisions of Section 5.4 would or could limit such Indemnifying Party’s obligation). In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including including, without limitation, court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall it will not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified the Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party harmless from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including including, without limitation, attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim. (ii) Without limiting Section 5.5(b)(i), the Indemnified Party will be entitled to participate in, but not control, the defense of such Third Party Claim with respect and to employ counsel of its choice for such purpose; provided, that such employment shall be at the Indemnified Party’s own expense unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (B) the Indemnifying Party has failed to assume the defense or employ counsel in accordance with Section 5.5(b)(i) (in which case the Indemnifying Party shall control the defense).

Control of Defense. At In the event a party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within thirty (30) days after is actually damaged as a result of such failure to give notice), shall permit the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption Indemnifying Party to assume direction and control of the defense of a Third Party Claim by the indemnifying Party claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall not be construed cooperate as an acknowledgment that requested (at the indemnifying Party is liable to indemnify any indemnified Party in respect expense of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnifying Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel ) in the defense of the Third claim. If the Indemnifying Party Claim any legal counsel selected by does not assume control of such defense within 30 days after receiving notice of the indemnifying claim from the Indemnified Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to control such defense and, without limiting the indemnifying Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all original notices and documents (costs, including court papers) received reasonable attorney fees, incurred by any indemnified the Indemnified Party in connection with defending itself within 30 days after receipt of any invoice therefor from the Third Party ClaimIndemnified Party. Should The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the indemnifying Party assume other party advised of the status of such action, suit, proceeding or claim and the defense of a Third Party Claim, thereof and shall consider recommendations made by the indemnifying other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be liable unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred that acknowledges fault by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse without the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense prior written consent of the Third Party Claim with respect to such Indemnified Party. If the parties cannot agree as to the application of Section 11.1 or 11.2 to any claim, pending resolution of the dispute pursuant to Article 12, the parties may conduct separate defenses of such claims, with each party retaining the right to claim indemnification from the other party in accordance with Section 11.1 or 11.2, as applicable, upon resolution of the underlying claim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an applicable Indemnification Claim NoticeNotice is delivered to the Indemnifying Party. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify the Indemnified Party or any indemnified Party of its Indemnitees in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s, or its Indemnitee’s, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel reasonably selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party or any indemnified Party of its Indemnitees in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3.2(b), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party of its Indemnitees for any legal expenses subsequently incurred by such indemnified Indemnified Party or Indemnitee(s) in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately judicially determined (in a final, non-appealable decision) or otherwise agreed by the Parties, that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party or any of its Indemnitee(s) from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all actual costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred actually paid by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyParty or such Indemnitee(s).

Control of Defense. At its option, the indemnifying Party party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Partyparty. In the event the indemnifying Party party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party party assume the defense of a Third Party Claim, the indemnifying Party party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (i) the Third Party Claim solely seeks monetary damages and (ii) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (i) and (ii), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At In the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within thirty (30) days after is actually damaged as a result of such failure to give notice), shall permit the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption Indemnifying Party to assume direction and control of the defense of a Third Party the Claim by (including the indemnifying Party right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall not be construed cooperate as an acknowledgment that requested (at the indemnifying Party is liable to indemnify any indemnified Party in respect expense of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnifying Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel ) in the defense of the Third Claim. If the Indemnifying Party does not assume control of such defense within [**] days after receiving notice of the Claim any legal counsel selected by from the indemnifying Indemnified Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to control such defense and, without limiting the indemnifying Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all original notices and documents (costs, including court papers) received reasonable attorney fees, incurred by any indemnified the Indemnified Party in connection with defending itself within [**] days after receipt of any invoice therefor from the Third Indemnified Party. The Party Claimnot controlling such defense may participate therein at its own expense. Should The Party controlling such defense shall keep the indemnifying other Party assume advised of the status of such action, suit, proceeding or claim and the defense of a Third thereof and shall consider recommendations made by the other Party Claim, the indemnifying with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be liable unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred that acknowledges fault by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse without the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense prior written consent of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 9 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice; provided that the indemnifying Party expressly agrees to defend the claim against the Indemnified Party with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all [***] costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 13 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.5(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At its optionIf a claim by a third party is made against any indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article, such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party except to the extent the indemnifying party has been prejudiced by such failure. Except to the extent that the claim relates to patent rights of the indemnified party, in which case the Parties shall mutually agree on the assumption of defense, the indemnifying Party may party shall be entitled to settle or assume the defense of any Third Party Claim by giving written notice such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after indemnified party, as provided below. If the indemnifying Party's party elects to settle or defend such claim, it shall notify the indemnified party within [*] days (but in no event less than [*] days before any pleading, filing or response on behalf of the indemnified party is due) of its intent to do so. If the indemnifying party elects not to settle or defend such claim or fails to notify the indemnified party of its election within [*] days (or such shorter period as provided above) after receipt of an Indemnification Claim Noticethe indemnified party’s notice of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. The assumption Regardless of which party is controlling the settlement or defense of any claim, (i) both the indemnified party and indemnifying party shall act in good faith, (ii) the indemnifying party shall not thereby permit to exist any lien upon any asset of any indemnified party or of its Affiliates without the consent of the indemnified party, (iii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that all fees, costs and expenses of a Third Party Claim such counsel in an action controlled by the indemnifying Party party shall be borne by the indemnified party, unless the indemnifying party and indemnified party have different available defenses to such third-party claim, in which case such fees, costs and expenses shall be borne by the indemnifying party, and (iv) no entry of judgment or settlement of a claim may be agreed to without the written consent of both the indemnified party and the indemnifying party, which consents shall not be construed as an acknowledgment that unreasonably withheld (unless such judgment or settlement is solely for money damages which the indemnifying Party is liable party has demonstrated an ability to indemnify pay or will have no continuing effect in any indemnified Party in material respect on the business of the Third Party Claim, nor shall it constitute a waiver by indemnified party). So long as the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it party is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.reasonably contesting

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 16.6(d)(ii) the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, The Indemnifying Party shall have the indemnifying Party may right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [*****] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, upon the Indemnifying Party’s relevant notice the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3(c) (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested and approved in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in accordance with this ARTICLE 13 (Indemnification; Liability) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionAny entity entitled to indemnification under this Article 12 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party’s reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying Party may assume the defense of party will not settle any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Losses without the indemnified party’s prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (a) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (b) would bind or impair the indemnified party or (c) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The indemnified party shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [**] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionThe Indemnifying Party shall have the right, the indemnifying Party may assume the defense of any Third Party Claim exercisable by giving written notice to the Indemnified Party within thirty ten (3010) business days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption written notice from the Indemnified Party of the commencement or assertion of any such Claim, at its own expense to participate in or assume control of the defense of a Third the Claim, and the Indemnified Party Claim shall cooperate fully with the Indemnifying Party, with the right to reimbursement for actual out-of-pocket expenses incurred by the indemnifying Indemnified Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify a result of any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver such request by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified for the Indemnified Party's claim for indemnification’s cooperation. Upon assuming If the defense of a Third Indemnifying Party Claim, the indemnifying Party may appoint as lead counsel does not elect to assume control or otherwise participate in the defense of any third party Claim within ten (10) business days of its receipt of notice of the Third Party Claim (or any legal counsel selected extended period mutually agreed upon in writing by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party ClaimParties), the Indemnified Party shall immediately deliver have the right to undertake the defense, compromise or settlement of the Claim for the account of the Indemnifying Party subject to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with right of the Third Party Claim. Should the indemnifying Party Indemnifying Party, at its expense, to assume the defense of a Third the Claim at any time prior to final settlement, compromise or determination thereof. In no event shall the Indemnifying Party Claimbe liable or otherwise have any obligation with respect to any settlement, compromise or determination of any Claim agreed to by the indemnifying Indemnified Party without the prior written consent of the Indemnifying Party (which consent will not be withheld unreasonably). The Indemnifying Party shall not, without consent of the Indemnified Party (which consent shall not be liable unreasonably withheld), effect any settlement or discharge or consent to the entry of any judgment, unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a general release from all liability in respect of such Liability and imposes no restrictions or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with obligations on the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At As its option, the indemnifying Party Indemnitor may then assume the defense responsibility for and shall have full control of any Third Party Claim such matter by giving written notice to the Indemnified Party Claimant within thirty (30) [*] days after the indemnifying Party's Indemnitor’s receipt of an Indemnification Claim Noticenotice from Claimant. The assumption of the defense of a Third Party Claim claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party Claimant in respect of the Third Party Claimclaim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's Claimant’s claim for indemnification. Upon assuming the defense of a Third Party Claimclaim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim claim any legal counsel selected by the indemnifying PartyIndemnitor. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claimclaim, the Indemnified Party Claimant shall immediately deliver to the indemnifying Party Indemnitor all original notices and documents (including court papers) received by any indemnified Party Claimant in connection with the Third Party Claimclaim. Should the indemnifying Party Indemnitor assume the defense of a Third Party Claimclaim, the indemnifying Party except as provided below, Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Claimant for any legal expenses subsequently incurred by such indemnified Party Claimant in connection with the analysis, defense or settlement of the Third Party Claimclaim. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party Claimant from and against the Third Party Claimclaim, the Indemnified Party Claimant shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party claims incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but not control, the defense of such Third Party claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Claimant’s own expense unless (a) the employment thereof has been specifically authorized by Indemnitor in writing, (b) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 14.4.2 (in which case Claimant shall control the defense) or (c) the interests of Claimant and Indemnitor with respect to such Indemnified PartyThird Party claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules or equitable principles.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. Page 56 of 84 The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided that the indemnifying Party expressly agrees to indemnify the Indemnified Party with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3 (Indemnification Procedures; Right to Participate in Defense), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 8 (INDEMNITY) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Forest Indemnitee’s or Xxxxxxx Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the such Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 8.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified the Indemnified Party or any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold save harmless an Indemnified Party a Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.5.1, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3(c), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice[***]. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Genzyme Indemnitee or X4 Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Genzyme Indemnitee’s or a X4 Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Genzyme Indemnitee or X4 Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Genzyme Indemnitee or X4 Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Genzyme Indemnitee or X4 Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claims by giving written notice to the Indemnified Party within thirty (30) […***…] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The ; provided that the assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's claim for indemnification’s Claim. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party such Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (c) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense defense, or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated obliged to indemnify, defend defend, or hold harmless an Indemnified Party from and against the Third Party any Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying The Indemnifying Party may shall assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2 (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.5.1, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3, the indemnifying Party shall not be liable *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred Claim unless specifically agreed in writing by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its optionAny entity entitled to indemnification under this Article 13 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party’s reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying Party may assume the defense of party will not settle any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Losses without the indemnified party’s prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (i) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (ii) would bind or impair the indemnified party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The Indemnified Party shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party ClaimClaim (except as provided in the immediately prior sentence), nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 16.7(d)(ii) the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its optionindemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the indemnifying Indemnifying Party may to assume direction and control of the defense of any Third Party the Claim by giving written notice (including, but not limited to, the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. If the Indemnifying Party does not assume control of such defense within fifteen (15) days after receiving notice of the Claim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including, but not limited to, reasonable attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Noticeany invoice therefor from the Indemnified Party. The assumption Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Claim and the defense of a Third Party Claim thereof and shall consider recommendations made by the indemnifying other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party, which shall not be construed as an acknowledgment that the indemnifying unreasonably withheld, conditioned, or delayed. The Indemnifying Party is liable shall not agree to indemnify any indemnified Party settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party from all original notices and documents (including court papers) received by liability with respect thereto, that imposes any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to liability or obligation on the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred that acknowledges fault by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse without the indemnifying prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any Claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such Claims, with each Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by retaining the indemnifying right to Claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of the Third Party Claim with respect to such Indemnified Partyunderlying Claim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to Section 8.3(b)(ii), if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an a Salix Indemnified Party or Glenmark Indemnified Party, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Salix Indemnified Party or Glenmark Indemnified Party, as applicable.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately will as soon as possible deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionSubject to Section 12.3.5 and Section 12.5.2, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [**] after the indemnifying Party's receipt of an Indemnification Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably selected by the Indemnifying Party. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party or its Indemnitees in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s or its Indemnitees’ claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party or any indemnified Party of its Indemnitees in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 15.3.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any of its Indemnitees in connection with the analysis, defense or settlement of the such Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party or its Indemnitees from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs reasonable and expenses (including attorneys' fees and costs of suit) and any verifiable Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable Losses incurred by the Indemnified Party in defending any Third Party Claim with respect to such on a Calendar Quarter basis, within [**] after receipt of any invoice therefor from the Indemnified Party.

Control of Defense. At Subject to any insurer’s rights pursuant to any Policies of any of Post, BellRing Inc. or BellRing LLC, as applicable, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of any such Third Party Claim by giving written notice to the Indemnified Party within Claim. Within thirty (30) days after the indemnifying Party's receipt of a notice from an Indemnification Claim Notice. The assumption of Indemnitee in accordance with Section 5.5(a) (or sooner, if the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense nature of the Third Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third Party Claim and specifying any legal counsel selected by reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third Party Claim as provided in this Section 5.5(b) or fails to notify an Indemnitee of its election within thirty (30) days (or such earlier period as provided herein) after receipt of the indemnifying Party. In notice from an Indemnitee as provided in Section 5.5(a), then the event Indemnitee that is the indemnifying subject of such Third Party assumes Claim shall be entitled to continue to conduct and control the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the such Third Party Claim. Should Notwithstanding anything herein to the indemnifying Party assume contrary, to the defense of extent a Third Party ClaimClaim involves or would reasonably be expected to involve both a BellRing Liability and a Post Liability (collectively, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the a “Shared Third Party Claim. In ”), Post shall have the event that it is ultimately determined that the indemnifying Party is not obligated sole right to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for control such portion of any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Action relating to such Third Party Claim with respect to the extent it relates to a Post Liability, and BellRing LLC shall have the sole right to defend and control such portion of any Action relating to such Indemnified PartyThird Party Claim to the extent it relates to a BellRing Liability.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [*] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Person seeking indemnification in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's such claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party party for any legal expenses subsequently incurred by such indemnified Party party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section ‎11.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.6, at its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Forest Indemnitee’s or Xxxxxxx Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 10.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionThe Indemnitee hereby grants the Indemnitor the right to assert sole management and control, at the indemnifying Party may assume Indemnitor’s sole expense, of the defense of any such Third Party Claim and its settlement; provided, however, that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by giving written notice to the Indemnified Party within thirty (30) days after Indemnitee), would bind or impair the indemnifying Party's receipt Indemnitee, or includes any admission of an Indemnification Claim Noticewrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable. The assumption assertion of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party the Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor, which shall be reasonably acceptable to the Indemnitee. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party except as provided in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claimthis Section 10.2.2, the indemnifying Party Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Party Indemnitee in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnitor. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party the Indemnitee from and against the Third Party Claim, the Indemnified Party Indemnitee shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: (a) the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, (b) the Indemnitor has failed to assume the defense and employ counsel in accordance with respect this Section 10.2.2 (in which case, the Indemnitee shall control the defense), (c) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or (d) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such Indemnified Partyseparate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that Claim and it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and documented costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 9 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, The Indemnifying Party shall have the indemnifying Party may right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, upon the Indemnifying Party’s relevant notice the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.3(c) (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested and approved in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in accordance with this ARTICLE 14 (Indemnification; Liability) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an a Salix Indemnified Party or Lupin Indemnified Party, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Salix Indemnified Party or Lupin Indemnified Party, as applicable.

Control of Defense. At its option(a) If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party for a Third Party Claim under Section 17.1, the indemnifying Indemnifying Party may assume shall have the defense of any right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided that the Indemnifying Party may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third release from all liability in respect of such claim; and (ii) the Indemnified Party Claim by the indemnifying Party consents to such compromise or settlement, which consent shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify unreasonably withheld, conditioned or delayed unless such compromise or settlement (A) involves any indemnified Party in respect admission of the Third Party Claim, nor shall it constitute a waiver legal wrongdoing by the indemnifying Indemnified Party, (B) involves any payment by the Indemnified Party that is not indemnified hereunder, (C) involves the imposition of any defenses it may assert equitable relief against any indemnified the Indemnified Party's claim for indemnification, (D) includes […***…], (E) materially affects the Indemnified Party’s rights, interests or obligations (including […***…] or, in the case of […***…]), or (F) in the case of […***…]. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party and approved by the Indemnified Party (which approval shall not be unreasonably conditioned, withheld or delayed). (b) If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party for a Third Party Claim under Section 17.1 but does not does not elect to assume control of the defense of such claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party. , the Indemnified Party shall have the right, at the expense of the Indemnifying Party, upon prior written notice to the Indemnifying Party of its intent to do so, to undertake the defense of such claim for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to such Third Party Claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. (c) In the event that the Indemnifying Party does not acknowledge in writing to the Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party assumes for a Third Party Claim under Section 17.1 and Indemnified Party undertakes the defense of a such Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices do so at its own cost and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claimexpense, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that and if it is ultimately determined that the indemnifying Indemnifying Party is not obligated has an obligation to indemnify, defend or hold harmless an the Indemnified Party from and against the such Third Party ClaimClaim (or any part thereof), the Indemnified Indemnifying Party shall reimburse the indemnifying Indemnified Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses other Damages incurred by the indemnifying Indemnified Party in accordance with this Article XVII in its defense of the such Third Party Claim (or such part). (d) If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party for a Third Party Claim under Section 17.1, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or dispose of, such Third Party Claim without the prior written consent of the Indemnifying Party, such consent not to such be unreasonably withheld, conditioned or delayed, and the Indemnifying Party shall not be liable for any settlement or other disposition of Damages by an Indemnified Party that is reached without the written consent of the Indemnifying Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice; provided that the indemnifying Party expressly agrees to defend the claim against the Indemnified Party with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume and diligently continue the defense of a Third Party Claim, except as provided in Section 8.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 8 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification as provided for in Sections 14.1 and 14.2 by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of Notice and thereby accepts in a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable final and binding manner its obligation to indemnify any indemnified the Indemnified Party in respect of with regard to the respective Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any a legal counsel selected by the indemnifying Party. In Indemnifying Party and reasonably acceptable to the event the indemnifying Indemnified Party assumes and will have control over the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In If the event that it is ultimately determined that Indemnifying Party, after receipt of a Indemnification Claim Notice, declines to assume the indemnifying Party is defense or does not obligated confirm its willingness to indemnify, defend or hold harmless an Indemnified Party assume the defense within thirty (30) days from and against receipt of the Third Party ClaimIndemnification Claim Notice, the Indemnified Party shall reimburse Indemnitee may assume the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense defense. Assumption of the Third Party Claim defense in such case will not preclude the Indemnitee from seeking indemnification from the Indemnifying Party. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with respect the Securities and Exchange Commission pursuant to such Indemnified PartyRule 24b-2 of the Securities Exchange Act of 1934, as amended.

Control of Defense. At its option, the indemnifying Party Licensee may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party Claiming Indemnitee within thirty (30) days after the indemnifying Party's Licensee’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party Licensee shall not be construed as an acknowledgment that the indemnifying Party Licensee is liable to indemnify any indemnified Party the Claiming Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Licensee of any defenses it may assert against any indemnified Party's the Claiming Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Licensee may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyLicensee. In the event the indemnifying Party Licensee assumes the defense of a Third Party Claim, the Indemnified Party Claiming Indemnitee shall immediately deliver to the indemnifying Party Licensee all original notices and documents (including court papers) received by any indemnified Party the Claiming Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume If Licensee assumes the defense of a Third Party Claim, the indemnifying Party Licensee shall not be liable to the Indemnified Party or any other indemnified Party Claiming Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party Licensee is not obligated to indemnify, defend or hold harmless an Indemnified Party the Claiming Indemnitee from and against the Third Party Claim, the Indemnified Party Claiming Indemnitee shall reimburse the indemnifying Party Licensee for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party Licensee in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.5, at its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an Allergan Indemnitee’s or UroGen Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 10.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty fourteen (3014) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Tear Indemnified Party or PRN Indemnified Party, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Tear Indemnified Party's ’s or PRN Indemnified Party’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Tear Indemnified Party or PRN Indemnified Party, as applicable, in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Tear Indemnified Party or PRN Indemnified Party, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Tear Indemnified Party or PRN Indemnified Party., as applicable. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying The Indemnifying Party may will assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying The Indemnifying Party may will assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Vir Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Vir Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Vir Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2 (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Vir Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Vir Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party Party, may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (b) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suitsuit and the Indemnified Party’s expenses as described in clause (e) below) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [*****] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such legal counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming Uponassuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suitdefense and settlement) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of Notice with respect thereto; provided that the defense of a Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim by are within the indemnifying scope of indemnified Losses subject to Section 8.1, in the case of Humacyte as the Indemnifying Party, or Section 8.2, in the case of Supplier as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be construed entitled to (i) assume the defense, appeal or settlement of any Third Party Claim that (A) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) seeks any injunction or equitable relief against any Humacyte Indemnitee or Supplier Indemnitee, as an acknowledgment that applicable; or (ii) maintain control of the indemnifying defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is liable failing to indemnify any indemnified Party defend in respect of good faith the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Humacyte Indemnitee or Supplier Indemnitee, as applicable, in connection with the such Third Party Claim. Should Subject to Section 8.3.2(b), if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or Humacyte Indemnitee or Supplier Indemnitee, as applicable, in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.4.1, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Partyparty. In the event the indemnifying Party party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party party all original notices and documents (including without limitation, court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party party assume the defense of a Third Party Claim, the indemnifying Party party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party party for any and all costs and expenses (including without limitation, attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, The Indemnifying Party shall have the indemnifying Party may right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, upon the Indemnifying Party’s relevant notice the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3(c) (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested and approved in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in accordance with this ARTICLE 13 (Indemnification; Liability) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Allergan Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an Allergan Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnifying Party to which the Indemnified Party does not reasonably object. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Allergan Indemnitee or Licensee Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Sections 9.4.2 and 9.4.4, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Allergan Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified indemnified Party within as promptly as practicable, but in any event no later than thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly, but in no event later than five (5) Business Days, deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 8 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify indemnity any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party, unless the Indemnified Party provides an opinion of its counsel that there is a conflict of interest between the indemnifying Party and the Indemnified Party, in which case the counsel selected by the Indemnified Party (if any) shall act as lead counsel. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suitdefense and settlement and reasonably attorney’s fees) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) calendar days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or Section 10.2, it shall inform the other Party (the “Indemnifying Party’’) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within thirty (30) days after is actually damaged as a result of such failure to give notice), shall permit the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption Indemnifying Party to assume direction and control of the defense of a Third Party the Claim by (including the indemnifying Party right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall not be construed cooperate as an acknowledgment that reasonably requested (at the indemnifying Party is liable to indemnify any indemnified Party in respect expense of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnifying Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel ) in the defense of the Third Claim. If, due to a conflict of interest or other justification arising under the attorneys’ Rules of Professional Responsibility or Canons of Professional Ethics, the Indemnified Party Claim any legal requires its own separate counsel, it will choose counsel selected reasonably satisfactory to the Indemnifying Party and the cost thereof will be borne solely by the indemnifying Indemnifying Party. In If the event Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the indemnifying Party assumes claim from the defense of a Third Party ClaimIndemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party ClaimIndemnifying Party’s indemnification obligations, the indemnifying Indemnifying Party shall not be liable shall, at the sole discretion of the Indemnified Party, either (a) pre-pay to the Indemnified Party the cost of such defense in monetary increments sufficient to keep the Indemnified Party’s counsel paid sixty (60) days in advance for said counsel’s estimated upcoming fees, disbursements and expenses (as estimated in writing by said Indemnified Party’ s counsel) or any other indemnified (b) reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such indemnified the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Indemnifying Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense or respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the Third prior written consent of the Indemnifying Party, which, subject only to the sentence following, shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnifying Party Claim. In shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof (a) that does not include a complete and unconditional release of the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claimall liability with respect thereto, (b) that imposes any liability or obligation on the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses or (including attorneys' fees and costs of suitc) and any Losses incurred that acknowledges fault by the indemnifying Indemnified Party, without the prior written consent of the Indemnified Party, which in the case of any circumstance described in any of clauses (a), (b) and/or (c) of this sentence, may be withheld in the sole and absolute discretion of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of all claims, with the relevant Indemnitee(s) retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2 upon resolution of the Third Party Claim with respect to such Indemnified Partyunderlying Claim.

Control of Defense. At Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.5, at its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an Allergan Indemnitee’s or UroGen Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 10.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party or its Indemnitees in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s or its Indemnitees’ claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the such Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party or any indemnified Party of its Indemnitees in connection with the such Third Party Claim. Should If the indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 14.4.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any of its Indemnitees in connection with the analysis, defense or settlement of the such Third Party ClaimClaim unless the expenses were incurred by the Indemnified Party at the request of the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party or its Indemnitees from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may party shall assume the defense of any Third Party Claim by giving written notice to the Indemnified Party indemnified party within thirty (30) days after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Party party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Party's party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by reasonably acceptable to the indemnifying Partyindemnified party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party The indemnified party shall immediately deliver to the indemnifying Party party all original notices and documents (including court papers) received by any indemnified Party party in connection with the Third Party Claim. Should Once the indemnifying Party assume party assumes the defense of a Third Party Claimthe third party, the indemnifying Party party shall not be liable to the Indemnified Party indemnified party or any other indemnified Party party for any legal expenses subsequently incurred by such indemnified Party party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party indemnified party from and against the Third Party Claim, the Indemnified Party indemnified party shall reimburse the indemnifying Party party for any and all reasonable costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to asserted against the indemnified party and the indemnified party shall be exclusively liable for such Indemnified Partylosses and defense of such claim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an ​ ​ acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.3(c), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an indemnify the Indemnified Party from and against the such Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' attorney’s fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 11.3(b) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.