Common use of Defense of Claims Clause in Contracts

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each The indemnifying Party shall promptly notify the other Party of defend, at its sole expense, any loss ofclaim, or damage to propertydemand, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, liability, damage, death or injury (other cause of action within the scope of the indemnifying Party’s indemnification obligations under this Agreement, provided that the indemnified Party notifies the indemnifying Party promptly in writing of any claim, loss, liability, damage, or any claim or proceeding cause of action against the indemnified Party and gives the indemnifying Party information and assistance at the reasonable expense of the indemnifying Party in respect thereof). (b) defense of the matter. The indemnified Party shall have may be represented by its own counsel (at the right, but not the obligation, indemnified Party’s sole expense) and may participate in any proceeding relating to contest, defend, and litigate any a claim, actionloss, suit liability, damage, or proceeding by cause of action in which the indemnified Party or both Parties are defendants, provided, however, the indemnifying Party shall, at all times, control the defense and any third party alleged appeal or asserted against such party in respect of, resulting from related to or arising out settlement of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the has indemnification obligations under this Agreement so long as any such settlement includes an unconditional release of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense from all liability arising out of such claim, actiondemand, suit loss, liability, damage, or proceeding at its expense other cause of action and through counsel does not require any remediation or other action other than the payment of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by money which the indemnifying party will be responsible for hereunder and does not include a statement as to or an admission of such defense. (c) No Party shall settle fault, culpability or compromise any such claim, action, suit a failure to act by or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party Party. Should the Parties both be named as defendants in any third-party claim or cause of action arising out of or relating to the Services, the Parties will cooperate with each other in the joint defense of their common interests to the extent permitted by law, and will enter into an agreement for joint defense of the reasonable fees and disbursements action if the Parties mutually agree that the execution of such counsel shall constitute legal or other expenses hereunderthe same would be beneficial.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, lawsuit or damage to property, death or injury to person (or enforcement action is filed against any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as soon promptly as reasonably practicable after (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken); provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to such indemnified party that this Agreement applies with respect to such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the any appeal arising therefrom. The indemnifying party of such defense. (c) No Party shall settle or compromise any such claimnot, action, suit or proceeding without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify proceeding only involves a remedy for the Indemnified Party, payment of money by the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel indemnifying party and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense includes an unconditional release of such indemnified Party, when and as incurred unless: (i) party from all liability on claims that are the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense subject matter of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.215.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party party hereunder; provided, however, that if the indemnifying Party party acknowledges in writing its obligations to indemnify the indemnified Party party in respect of loss to the full extent provided by Section 6.215.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Neither Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under this Section 6.2. Such 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be given as soon as reasonably practicable after approved by the relevant Indemnified Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereofwhose approval shall not unreasonably be withheld). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Indemnified Party hereundermay participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the indemnifying Indemnified Party acknowledges by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in writing such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to indemnify the indemnified Party give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claimclaim or litigation shall, action, suit or proceeding without except with the prior written consent of the other Party, each Indemnified Party which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayed; provided, that after agreeing enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in writing respect to such claim or litigation. No Indemnifying Party shall be required to indemnify the any Indemnified Party, Party with respect to any settlement entered into without the Indemnifying Party may settle or compromise any claim without the Party’s prior approval of the Indemnified Partywritten consent. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. In case any such claim or legal action shall be made or brought against an Indemnitee and such Indemnitee shall Notify (by sending a Claim Notice) the indemnifying Party thereof, the indemnifying Party shall be entitled to assume and control the defense of the claim (other than any Intellectual Property Claim, which shall, in all cases, be controlled by Contractor unless otherwise agreed by the Parties) that is the subject of such Claim Notice, in which case the indemnifying Party may select counsel acting reasonably, and the indemnifying Party shall pay all expenses of the conduct of such defense. (a) Each Party shall promptly notify Prior to the other Party assumption of the defense of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that or if the indemnifying Party acknowledges fails to assume or diligently prosecute the defense of any claim in writing its obligations accordance with the provisions of this Section 22.7, the Indemnitee shall have the right to indemnify control the indemnified Party defense of such claim and the fees and expenses of such defense, including reasonable attorneys’ fees of the Indemnitee’s counsel and any judgment or reasonable settlement amount in respect of loss to connection with such claim, shall be borne by the full extent indemnifying Party, provided by Section 6.2, that the indemnifying Party shall be entitled, at its optionexpense, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of participate in (but not control) such defense. (b) As between the Parties, the indemnifying Party shall control the settlement of all claims, in coordination with any insurer as required under the applicable insurance policies in Article 20 as to which it has assumed the defense; provided that to the extent the indemnifying Party, in relation to such insurer, controls settlement: (i) such settlement shall include a dismissal of the claim and an explicit release from the party bringing such claim or other proceedings of all Indemnitees; and (ii) the indemnifying Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed. (c) No Party shall settle Except as provided in the preceding subsection concerning the indemnifying Party’s failure to assume or compromise to diligently prosecute the defense of any such claim, actionno Indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, suit or proceeding without the prior written consent of the other indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which consent shall not be unreasonably withheld or delayed; provided, indemnity is afforded hereunder unless such Indemnitee reasonably believes that after agreeing the matter in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Partyquestion involves potential criminal liability against such Indemnitee. (d) Notwithstanding the foregoing, the indemnified Party The Indemnitee shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available provide reasonable assistance to the indemnifying Party when the indemnifying Party so requests, at the indemnifying Party’s expense, in connection with such legal action or that such claim, action, suit including executing any powers-of-attorney or proceeding involves or could have a material adverse effect upon it beyond other documents required by the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified indemnifying Party shall have the right with regard to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderindemnity obligations.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss oflawsuit, or damage to property, death or injury to person (enforcement action or any claim or proceeding in respect thereof) in respect of which it attempt to collect on an alleged liability is or may be filed against any party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given as soon as reasonably practicable to the indemnifying party within ten (10) business days after receipt of notice or other date by which action must be taken; provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates damage caused by such failure. After such notice, the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionappeal arising therefrom, but the fees and expenses of such counsel shall be at the expense of such indemnified Partyparty, when and as incurred unless: except to the extent that (i) the employment of counsel by such indemnified Party thereof has been specifically authorized in writing by the indemnifying Party; party in writing, (ii) the indemnified Party shall have reasonably concluded that there may be indemnifying party has failed after a conflict reasonable period of interest between the indemnifying Party time to assume such defense and the indemnified Party in the conduct of the defense of such action; to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict of any material issue between the position of the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to party and the indemnified Party to assume the defense position of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified party, in which case the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above party shall be applicable, then counsel responsible for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements expenses of no more than one such separate counsel. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by the indemnifying party and includes an unconditional release of such counsel shall constitute legal or other expenses hereunderindemnified party from all liability on claims that are the subject matter of such proceeding.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under this Section 6.2. Such 10 (the "Indemnified Party") shall give notice shall be given as soon as reasonably practicable to the party required to provide indemnification (the "Indemnifying Party") promptly after the relevant such Indemnified Party becomes aware has actual knowledge of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, as to contest, defendwhich indemnity may be sought, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, permit the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of any such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either claim or any litigation resulting therefrom, provided that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party Indemnifying Party, who shall have the right to direct conduct the defense of such claimclaim or litigation, actionshall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), suit or proceeding on behalf and the Indemnified Party may participate in such defense at such party's expense: provided, however, that the Indemnifying Party shall pay such expense if representation of the indemnified Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and the reasonable fees and disbursements of any other party represented by such counsel in such proceeding; and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall constitute legal not relieve the Indemnifying Party of its obligations under this Section 10 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or other expenses hereunderlitigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, lawsuit or damage to property, death or injury to person (or enforcement action is filed ------------------ against any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as soon promptly as reasonably practicable after (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken); provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to such indemnified party that this Agreement applies with respect to such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the any appeal arising therefrom. The indemnifying party of such defense. (c) No Party shall settle or compromise any such claimnot, action, suit or proceeding without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify proceeding only involves a remedy for the Indemnified Party, payment of money by the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel indemnifying party and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense includes an unconditional release of such indemnified Party, when and as incurred unless: (i) party from all liability on claims that are the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense subject matter of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (aestimated, if necessary) Each or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damageat the indemnifying Party's sole cost, death or injury (or any claim or proceeding in respect thereof). (b) The risk and expense, and such indemnified Party shall have cooperate in all reasonable respects, at the rightindemnifying Party's sole cost, but not risk and expense, except with respect to the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs fees and expenses thereof of the indemnified Party's attorney, which shall be subject to borne by the indemnification obligations of indemnified Party, with the indemnifying Party hereunderand such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledmay, at its optionown cost, to assume risk and control the expense, participate in such investigation, trial and defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel any appeal arising therefrom. If the Notice of its choice if it gives prompt notice of its intention to do so Election is delivered to the indemnified Party and reimburses Party, the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall not pay, settle or compromise any such claim, action, suit or proceeding claim without the prior written consent of the other indemnifying Party's consent, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing withheld. If the indemnifying Party elects not to indemnify defend the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. indemnified Party or does not deliver to the indemnified Party a Notice of Election within ten (d10) Notwithstanding days after delivery of the foregoingNotice of Action, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionmay, but shall not be obligated to defend, provided that in no circumstances shall the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by compromise or settle the claim or other matter on behalf or for the account of the indemnifying Party without the consent of the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party , which shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementunreasonably withheld. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.215.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party Party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense.; (c) No Neither Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, foregoing the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unlessunless : (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Indemnifying Party; (ii) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Partyparty; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify Subject to any obligation to a third party licensor of Technology or Patent Rights to a party with respect to the subject matter hereof, in the event that any action, suit or proceeding is brought against VARIAGENICS or WATERS or any Affiliate, licensee or sublicensee of either party alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product, the parties will cooperate with each Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. other Party in the defense of any loss ofsuch suit, action or damage to propertyproceeding. Notwithstanding the foregoing, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party each party shall have the rightoption to assume control of the defense of any action, suit or proceeding which principally relates to the use of such party's own Technology. The parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. Neither party shall compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of the other's Technology or Patent Rights without the other party's advice and prior consent, provided that the party not defending the suit shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on its business. If the defending party determines that the other party should institute or join any suit, action or proceeding pursuant to this Section, the defending party may at its expense, join the other party as a party to the suit, action or proceeding, and the party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding. To the extent that the allegation of infringement is based principally on the use of VARIAGENICS Technology or Joint Technology owned by VARIAGENICS, the expenses of defense of the suit and any damages shall be borne by VARIAGENICS and VARIAGENICS shall retain all recoveries. To the extent that the allegation of infringement is based principally on the use of WATERS Technology or Joint Technology owned by WATERS, the expenses of the suit and any damages shall be borne by WATERS and WATERS shall retain all recoveries. To the extent that the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. allegation of infringement is based principally on the use of Joint Technology, or to the extent that the allegation of infringement is not based principally on the use of either WATERS Technology or VARIAGENICS Technology or Joint Technology owned by one of them, such expenses shall be borne equally by the parties, and the party that incurs such expenses shall xxxx the other party for its share of the expenses on a timely basis, but in any event not the obligation, to contest, defendless frequently than quarterly, and litigate all recoveries shall be shared equally by the parties. In the event of any claim, such action, suit or proceeding by any a third party alleged claiming that the discovery, development, manufacture, use or asserted against sale of a product infringes such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2third party's intellectual property rights, the indemnifying Party parties shall be entitled, at its option, to assume examine and control discuss in good faith the defense consequences of such claim, action, suit prohibition or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this agreement and on possible modifications thereto.

Defense of Claims. If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (aestimated, if necessary) Each or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within the applicable survival period as provided in Section 7(a) of this Agreement. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this (S) 7(b) to indemnify the indemnified Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damageat the indemnifying Party's sole cost, death or injury (or any claim or proceeding in respect thereof). (b) The risk and expense, and such indemnified Party shall have cooperate in all reasonable respects, at the rightindemnifying Party's sole cost, but not the obligationrisk and expense, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of with the indemnifying Party hereunderand such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledmay, at its optionown cost, to assume risk and control the expense, participate in such investigation, trial and defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel any appeal arising therefrom. If the Notice of its choice if it gives prompt notice of its intention to do so Election is delivered to the indemnified Party and reimburses Party, the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall not pay, settle or compromise any such claim, action, suit or proceeding claim without the prior written consent of the other indemnifying Party's consent, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing withheld. If the indemnifying Party elects not to indemnify defend the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. indemnified Party or does not deliver to the indemnified Party a Notice of Election within ten (d10) Notwithstanding days after delivery of the foregoingNotice of Action, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionmay, but shall not be obligated to, defend, compromise or settle (exercising reasonable business judgment) the fees claim or other matter on behalf, for the account, and expenses of such counsel shall be at the expense risk, of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. Within thirty (a30) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable Days after the relevant Indemnifying Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partyreceives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may settle defend against, or compromise enter into any claim settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim without the Indemnifying Party’s prior approval written consent. In all instances the Indemnified Party may employ separate counsel and participate in defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each If any Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (has received actual notice or any claim asserted or any action or administrative or other proceeding in respect thereof) commenced in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged indemnity properly may be sought against another Party or asserted against Parties pursuant Section 3.K above (such party Party or Parties, individually and collectively, the “Indemnitor”), the Party or Parties seeking indemnity (such Party or Parties, individually and collectively, the “Indemnitee”) will give notice in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject writing to the indemnification obligations Indemnitor. (1) Within ten (10) days after the earlier of the indemnifying Party hereunder; provided(a) receipt of such notice or (b) receipt of actual notice by Indemnitor from sources other than Indemnitee, however, that if the indemnifying Party acknowledges in writing Indemnitor may give Indemnitee written notice of its obligations election to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control conduct the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt own expense. If Indemnitor has given Indemnitee such notice of election to conduct the defense, Indemnitor may conduct the defense at its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claimexpense, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party but Indemnitee may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be defense at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this AgreementIndemnitor. (e2) If paragraph Indemnitor has not notified Indemnitee in writing (ii), (iii) or (ivwithin the time period above provided) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right its election to direct conduct the defense of such claim, action, suit or proceeding, Indemnitee may (but need not) conduct the defense of such claim, action, or proceeding on behalf at the expense of Indemnitor. Indemnitee may at any time notify Indemnitor of Indemnitee’s intention to settle, compromise, or satisfy any such claim, action, or proceeding (the indemnified Party defense of which Indemnitor has not previously elected to conduct) and may make such settlement, compromise, or satisfaction at the reasonable fees and disbursements expense of Indemnitor unless Indemnitor notifies Indemnitee in writing (within five (5) days after receipt of such counsel shall constitute legal notice of intention to settle, compromise, or other expenses hereundersatisfy) of its election to assume, at Indemnitor’s sole expense, the defense of any such claim, action, or proceeding and promptly take appropriate action to implement such defense. (3) Any settlement, compromise, or satisfaction made by Indemnitee or any such final judgment or decree entered in any claim, action, or proceeding defended only by Indemnitee pursuant to this Section 3.L, regardless of amount or terms, will be deemed to have been consented to by, and will be binding on, Indemnitor as fully as though Indemnitor had assumed the defense and a final judgment or decree had been entered in such proceeding or action by a court of competent jurisdiction in the amount of such settlement, compromise, satisfaction, judgment, or decree. (4) If Indemnitor has elected under this Section 3.L to conduct the defense of any claim, action, or proceeding, then Indemnitor will be obligated to pay the amount of any adverse final judgment or decree rendered with respect to such claim, action, or proceeding. If Indemnitor elects to settle, compromise, or satisfy any claim, action, or proceeding defended by it, the cost of any such settlement, compromise, or satisfaction will be borne entirely by Indemnitor and may be made only with the prior written consent of Indemnitee, such consent not to be unreasonably withheld. (5) All Parties will use all reasonable efforts to cooperate fully with respect to the defense of any claim, action, or proceeding covered by this Section 3.L.

Defense of Claims. (a) Each In the event that either Party becomes aware of any action, suit or proceeding brought or threatened against either Party or any Affiliate or Sublicensee of either Party, or any Distributor or customer of AstraZeneca, alleging the infringement of, or otherwise has reason to believe that either Party may be infringing, the Technology or Patent Rights of a Third Party by reason of the conduct of the Pre-Phase IIb Program, the Research Program, any Additional Research Program, or the Development, Commercialization or other Exploitation of any Candidate Drug or Product, that Party shall promptly notify the General Counsel of the other Party of any loss of, or damage to property, death or injury to person (or any claim such person as the General Counsel may designate in writing from time to time) and provide him or proceeding in respect thereof) in respect her with all details of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, such action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunderaware. AstraZeneca shall have the first right, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations but not obligation, through counsel of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its optionchoice, to assume direction and control of the defense of any such claim, action, suit or proceeding at its expense and through counsel sole expense. Targacept or any of its choice if it gives prompt notice of Affiliates or Sublicensees shall have the right to separate counsel at its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise own expense in any such claim, action, suit or proceeding without the prior written consent of the other Partyand, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and if such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves has been brought against Targacept or could have a material adverse effect upon it beyond any of its Affiliates or Sublicensees, such party may elect to defend itself at its sole expense. In any event, the scope of this Agreement. (e) If paragraph (ii)Parties shall cooperate with each other in all reasonable respects in any such action, (iii) suit or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified proceeding. Each Party shall have provide the right other Party with prompt written notice of the commencement of any such suit, action or proceeding, or of any allegation of infringement of which such Party becomes aware, and shall promptly furnish the other Party with a copy of each communication relating to direct the defense of alleged infringement that is received by such claim, Party. In no event shall either Party settle or otherwise compromise or resolve any such action, suit or proceeding on behalf brought against the other Party or any of its Affiliates or Sublicensees (or, with respect to AstraZeneca, its Distributors or customers) without that other Party’s prior written consent. Any amounts recovered in connection with any action, claim or suit under Section 10.2.3 shall be allocated between the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal Parties as provided in Section 10.2.1(e). Any license fees, royalties, milestones or other expenses hereunderpayments received by Targacept under a license granted to remove an Infringement shall be [********].

Defense of Claims. (a) Each The indemnifying Party shall promptly notify the other Party of defend, at its sole expense, any loss ofclaim, or damage to propertydemand, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, liability, damage, death or injury (other cause of action within the scope of the indemnifying Party’s indemnification obligations under this Agreement, provided that the indemnified Party notifies the indemnifying Party promptly in writing of any claim, loss, liability, damage, or any claim or proceeding cause of action against the indemnified Party and gives the indemnifying Party information, and assistance at the reasonable expense of the indemnifying Party in respect thereof). (b) defense of the matter. The indemnified Party shall have may be represented by its own counsel (at the right, but not the obligation, indemnified Party’s sole expense) and may participate in any proceeding relating to contest, defend, and litigate any a claim, actionloss, suit liability, damage, or proceeding by cause of action in which the indemnified Party or both Parties are defendants, provided, however, the indemnifying Party shall, at all times, control the defense and any third party alleged appeal or asserted against such party in respect of, resulting from related to or arising out settlement of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the has indemnification obligations under this Agreement so long as any such settlement includes an unconditional release of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense from all liability arising out of such claim, actiondemand, suit loss, liability, damage, or proceeding at its expense other cause of action and through counsel does not require any remediation or other action other than the payment of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by money which the indemnifying party will be responsible for hereunder and does not include a statement as to or an admission of such defense. (c) No Party shall settle fault, culpability or compromise any such claim, action, suit a failure to act by or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party Party. Should the Parties both be named as defendants in any third-party claim or cause of action arising out of or relating to the Assets or Operating Services, the Parties will cooperate with each other in the joint defense of their common interests to the extent permitted by law, and will enter into an agreement for joint defense of the reasonable fees and disbursements action if the Parties mutually agree that the execution of such counsel shall constitute legal or other expenses hereunderthe same would be beneficial.

Defense of Claims. (a) Each Party shall promptly notify Unless and until the other Party indemnifying party acknowledges in writing its obligation to indemnify the indemnified party to the extent required pursuant to this Article IX, and assumes control of any loss ofthe defense of a claim, or damage to propertysuit, death or injury to person (or any claim action or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under accordance with Section 6.2. Such notice shall be given as soon as reasonably practicable after 9.3(b), the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party party hereunder; provided, however, that if the indemnifying Party acknowledges . (b) Upon acknowledging in writing its obligations obligation to indemnify the an indemnified Party in respect of loss party to the full extent provided required pursuant to this Article IX and paying all reasonable costs incurred by Section 6.2an indemnified party in its defense, including, without limitation, legal fees, the indemnifying Party party shall be entitled, at its optionoption (subject to Section 9.3(d)), to assume and control the defense of such claim, action, suit or proceeding at its expense and through with counsel of its choice if it gives prompt notice of its intention to do so selection, subject to the indemnified Party and reimburses prior reasonable approval of the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defenseparty. (c) No Party Neither the indemnifying party nor the indemnified party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayedother; provided, however, that after agreeing in writing to indemnify the Indemnified Partyindemnified party, the Indemnifying Party may indemnifying party may, subject to Section 9.3(d), settle or compromise any claim without the prior approval of the Indemnified Partyindemnified party. Except where such consent is unreasonably withheld, if a party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other party, without the prior written consent of the other party, the other party shall be excused from any obligation to indemnify the party making such settlement or compromise in respect of such settlement or compromise. (d) Notwithstanding Following the foregoingacknowledgment of the indemnification and the assumption of the defense by the indemnifying party pursuant to Section 9.3(b), the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Partyparty, when and as incurred incurred, unless: : (i) the employment of counsel by such indemnified Party party has been authorized in writing by the indemnifying Party; party; (ii) the indemnified Party party shall have reasonably concluded and specifically notified the indemnifying party that there may be a conflict of interest between the indemnifying Party party and the indemnified Party party in the conduct of the defense of such action; ; (iii) the indemnifying Party party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party party to assume the defense of such action and shall have been so notified by the indemnified Partyparty; or or (iv) the indemnified Party party shall have reasonably concluded and specifically notified the indemnifying Party either party that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it the indemnified party beyond the scope of this Agreement. (e) . If paragraph clause (ii), (iii) or (iv) of subparagraph (d) above the preceding sentence shall be applicable, then counsel for the indemnified Party party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party party and the reasonable fees and disbursements of such counsel shall constitute reimbursable legal or other expenses hereunder.

Defense of Claims. If any party receives notice of the commencement of any action or of the existence of any Claim or a written assertion of any facts by a third party with respect to any matter that would give rise to a Claim hereunder or otherwise suffers a loss for which such party is entitled to be indemnified pursuant to Section 7.1 or Section 7.2, above, then that party (athe "Indemnified Party") Each shall give the party required to indemnify (the "Indemnifying Party") reasonable notice thereof and shall permit the Indemnifying Party to have reasonable access to relevant information in the Indemnified Party's possession or control regarding such Claim. The Indemnifying Party shall promptly notify have the other Party right to take all reasonable action, at its own expense, as it deems desirable in order to minimize or eliminate such Claim. In the event of any loss ofa Claim requesting solely monetary damages, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnifying Party shall have the right, but not the obligationat its own expense, to contestappoint counsel to handle the defense of such matter and the exclusive right to prosecute, defend, and litigate any claimcompromise, action, suit settle or proceeding by any third party alleged or asserted against pay such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and Claim provided that the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations and Liability for such Claim as between the parties hereto or procures from the person making the Claim a full and complete release of the Indemnified Parties which is satisfactory in form and substance to indemnify counsel for the indemnified Party in respect of loss Indemnified Parties. If the foregoing acknowledgments or releases are not furnished to the full extent provided by Section 6.2Indemnified Party, the indemnifying Party shall be entitled, at its option, then they may appoint associate counsel to assume and control participate in the defense of such claimmatter at the expense of the Indemnifying Party. If the person asserting the Claim requests relief other than or in addition to monetary damages, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to then the indemnified Indemnifying Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party may not settle any aspects of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding Claim requesting relief other than monetary damages without the Indemnified Parties' prior written consent of the other Partyconsent, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing subject only to their obligation to act in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Partygood faith. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (aA) Each The Indemnifying Party shall promptly notify be entitled, at its option, to assume and control the other defense of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior approval of the Indemnified Party, which shall not be unreasonably withheld. (B) Unless and until the Indemnifying Party assumes control of any loss ofthe defense of a claim, or damage to propertysuit, death or injury to person (or any claim action or proceeding in respect thereofaccordance with clause (A) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after above, the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Indemnifying Party hereunder; provided, however, that if . (C) Neither the indemnifying Indemnifying Party acknowledges in writing its obligations to indemnify nor the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Indemnified Party shall be entitled, at its option, entitled to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayedother; provided, however, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may may, subject to clause (D) below, settle or compromise any claim without the prior approval of the such Indemnified Party. If a Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified without the prior consent of the Indemnifying Party, the Indemnifying Party shall be excused from any indemnification obligation in respect of such settlement or compromise. (dD) Notwithstanding Following the foregoingacknowledgement of the indemnification and the assumption of the defense by the Indemnifying Party pursuant to clause (A) above, the indemnified Indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred incurred, unless: : (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense of such action; ; or (iiiii) the indemnifying Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss If a Claim results from, or arises out of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or legal proceeding by any third a person who is not a party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2this Agreement, the indemnifying Party shall be entitledIndemnifying Party, at its optionsole cost and expense, may, upon written notice to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, assume the defense of any such Claim or legal proceeding, with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party may settle does not assume the defense of any such Claim or compromise any claim without the prior approval litigation resulting therefrom within ten (10) days after notice of such Claim is given to the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionthen, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment Indemnified Party may defend against such Claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of counsel by the same to the Indemnifying Party, on such indemnified terms as the Indemnified Party has been authorized in writing by the indemnifying Party; may deem appropriate, and (ii) the indemnified Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party entitled to participate in the conduct of (but not control) the defense of such action; (iii) , with its counsel and at its own expense. If the indemnifying Indemnifying Party shall not thereafter seeks to question, defend against or limit liability as a result of the manner in fact have employed independent counsel reasonably satisfactory to which the indemnified Indemnified Party to assume defended such third party Claim or litigation, or the defense amount or nature of any such action and shall have been so notified by settlement, the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Indemnifying Party shall have the right burden to direct the defense of such claim, action, suit or proceeding on behalf prove by a preponderance of the indemnified evidence that the Indemnified Party and the reasonable fees and disbursements of did not defend or settle such counsel shall constitute legal third party Claim or other expenses hereunderlitigation, in a reasonably prudent manner.

Defense of Claims. (a) Each Party shall promptly notify In the other Party of event that any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by is brought against Paratek or WCCI or any third party alleged Affiliate or asserted against such party in respect of, resulting from related to or arising out sublicensee of any matter for which it is entitled to be indemnified hereunder, and either Party alleging the reasonable costs and expenses thereof shall be subject to the indemnification obligations infringement of the indemnifying Technology or intellectual property rights of a Third Party hereunder; providedby reason of the discovery, howeverdevelopment, that if manufacture, use, sale, importation or offer for sale of a Product or use of WCCI Technology, Paratek Technology or Joint Technology in the indemnifying Party acknowledges discovery, Development, Commercialization, manufacture, use, sale, offer for sale, or importation of a Product, then WCCI shall have the sole right and obligation to defend itself and Paratek in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its sole expense, unless such action, suit or proceeding alleges that the infringement arises from or otherwise pertains to the use of Paratek Technology by Paratek or WCCI to synthesize, generate, make and develop Paratek Compounds, Lead Candidates or Products in which case WCCI shall have the right (but not the obligation) to defend Paratek in such action, suit or proceeding at its sole expense. Paratek shall have the right to separate counsel at its own expense in any action, suit or proceeding being defended by WCCI pursuant to this Section 9.2.2(a). The Parties and through counsel their respective Affiliates shall cooperate with each other in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. Neither Party nor such Party’s Affiliates shall compromise, settle or otherwise dispose of any such suit, action or proceeding which involves the other’s Technology or Patent Rights without the other Party’s advice and prior consent if such compromise, settlement or other disposition would impair any rights retained by such other Party or any of its choice if it gives prompt notice Affiliates to use such Technology or Patent Rights, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement. If the defending Party agrees that the other Party or any of its intention Affiliates should institute or join any suit, action or proceeding pursuant to do so this Section 9.2.2(a), the defending Party may at its expense, join the other Party or any of its Affiliates as a party to the indemnified suit, action or proceeding, and the Party or Affiliate so joined shall execute all documents and reimburses take all other actions, including giving testimony, which may reasonably be required in connection with the indemnified Party for prosecution of such suit, action or proceeding. (b) To the reasonable costs and extent that the allegation of infringement is based principally on the use of Joint Technology, such expenses incurred shall be borne equally by the indemnified Party prior to the assumption by the indemnifying party of such defenseParties. (c) No Party shall settle or compromise any If as a consequence of such claim, action, suit or proceeding without by a Third Party claiming that the prior written consent discovery, development, manufacture, use or sale of a Product infringes such Third Party’s intellectual property rights, the Parties shall examine and discuss in good faith the consequences of such prohibition or restriction or other Party, which consent shall not be unreasonably withheld or delayedconditions on this Agreement and on possible modifications thereto; provided, that after agreeing in writing to indemnify the Indemnified Partyhowever, the Indemnifying Party may settle or compromise any claim no action will be taken without the prior approval agreement of the Indemnified Partyboth Parties. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) 1.62.1 The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, hereunder and the their reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the person indemnified Party in respect of loss to the full extent provided by Section 6.2this Article, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice if provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party Indemnifying Party of such defense. (c) No . The Indemnifying Party shall not be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other PartyIndemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 1.62.2 If the Indemnifying Party has exercised its rights under Clause 1.62.5 above, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 1.62.3 If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Clause 1.62.5 above, then the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Indemnified Party, when and as incurred unless:incurred, unless -- (ia) the employment of counsel by such indemnified Party party has been authorized authorised in writing by the indemnifying Indemnifying Party;; or (iib) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense defence of such action;; or (iiic) the indemnifying Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume the defense defence of such action and shall have been so notified by the indemnified Indemnified Party; or (ivd) the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either -- (i) that there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party or Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. , Provided that if sub-clauses (e) If paragraph (iib), (iiic) or (ivd) of subparagraph (d) above Clause 1.63.3 shall be applicable, then counsel for the indemnified Indemnified Party shall have the right to direct the defense defence of such claim, action, suit or proceeding on behalf of the indemnified Indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.215.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party party hereunder; provided, however, that if the indemnifying Party party acknowledges in writing its obligations to indemnify the indemnified Party party in respect of loss to the full extent provided by Section 6.215.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Neither Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized authorised in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense defence of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense defence of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense defence of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each The indemnifying Party shall defend, at its sole expense, any claim, demand, loss, liability, damage or other cause of action within the scope of the indemnifying Party’s indemnification obligations under this Agreement, provided that the indemnified Party notifies the indemnifying Party promptly notify the other Party in writing of any loss ofclaim, loss, liability, damage or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect cause of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after action against the relevant indemnified Party becomes aware and gives the indemnifying Party information and assistance at the reasonable expense of the loss, damage, death or injury (or any claim or proceeding indemnifying Party in respect thereof). (b) defense of the matter. The indemnified Party shall have may be represented by its own counsel (at the right, but not the obligation, indemnified Party’s sole expense) and may participate in any proceeding relating to contest, defend, and litigate any a claim, actionloss, suit liability, damage or proceeding by cause of action in which the indemnified Party or the indemnifying Party are defendants, provided, however, the indemnifying Party shall, at all times, control the defense and any third party alleged appeal or asserted against such party in respect of, resulting from related to or arising out settlement of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the has indemnification obligations under this Agreement so long as any such settlement includes an unconditional release of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense from all liability arising out of such claim, actiondemand, suit loss, liability, damage or proceeding at its expense other cause of action and through counsel does not require any remediation or other action other than the payment of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by money, which the indemnifying party will be responsible for hereunder, and does not include a statement as to or an admission of such defense. (c) No Party shall settle fault, culpability or compromise any such claim, action, suit a failure to act by or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party Party. Should the Parties both be named as defendants in any third-party claim or cause of action arising out of or relating to the Services, the Parties will cooperate with each other in the joint defense of their common interests to the extent permitted by law, and will enter into an agreement for joint defense of the reasonable fees and disbursements action if the Parties mutually agree that the execution of such counsel shall constitute legal or other expenses hereunderthe same would be beneficial.

Defense of Claims. (a) Each 12.3.1 The indemnifying Party shall promptly notify be entitled, at its option, and expense and with counsel of its selection, to assume and control the other Party defense of any loss ofclaim, or damage to propertyaction, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of, resulting from, relating to or arising out of any matter for which it is obligated to indemnify the other Party hereunder, provided it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defense of such claim, action, suit or may be entitled proceeding, prior to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant assumption by the indemnifying Party becomes aware of such defense. 12.3.2 Notwithstanding the provisions of Clause 12.3.1, unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the lossdefense of a claim, damagesuit, death or injury (or any claim action or proceeding in respect thereof). (b) The accordance with Clause 12.3.1, the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying . 12.3.3 Neither Party shall be entitled, at its option, entitled to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. Except where such consent is unreasonably withheld, if an indemnified Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other indemnifying Party without the prior written consent of the other indemnifying Party, the other indemnifying Party shall be excused from any obligation to indemnify the indemnified Party making such settlement or compromise in respect of such settlement or compromise. (d) Notwithstanding 12.3.4 Following the foregoingacknowledgment of the indemnification and the assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. The COPR Indemnitees or the Manager Indemnitees (aeach, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") Each of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall promptly notify the other not relieve such Indemnifying Party of from any loss of, or damage liability that it may have to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification such Protected Party under Section 6.210.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or Subject to non-interference with any claim or proceeding in insurance defense being provided with respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partythereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any such Claim as either party may reasonably request. The Indemnifying Party shall inform the Protected Party on a periodic basis of the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party in defending such Claims. Neither party shall compromise or settle or compromise any claim Claim without the prior approval other party's consent (not to be unreasonably withheld, conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any insurance defense being provided and subject also to the Indemnified Party. obligation to cooperate with the other party as hereinabove set forth, each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification pursuant to Section 10.1 (dif the Protected Party is a COPR Indemnitee) Notwithstanding or Section 10.2 (if the foregoingProtected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the indemnified Protected Party nevertheless shall have the right be entitled to employ its own counsel and such counsel may participate in such actiondefense on its own behalf and at its own expense, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party subject to non-interference with insurance defense and the indemnified duty to cooperate with the Indemnifying Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementas hereinabove provided. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. 24.1 A party seeking indemnification (a“Indemnified Person”) Each pursuant to Section 23 may make claims for indemnification hereunder by giving written notice thereof to the other party (“Indemnifying Party”). If indemnification is sought for a claim or liability asserted by a third party, the Indemnified Party shall also give written notice thereof to the Indemnifying Party promptly notify after it receives notice of the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or may be entitled to indemnification under Section 6.2delay in giving such notice. Such notice shall be given as soon as reasonably practicable after summarize the relevant Party becomes aware basis of the loss, damage, death or injury (or claim for indemnification and any claim or proceeding in respect thereof). liability being asserted by a third party. Within thirty (b30) The indemnified days after receiving such notice or such longer period as may be agreed upon by the parties, the Indemnifying Party shall have give written notice to the right, but not Indemnified Party stating whether it disputes the obligation, to contest, defend, claim for indemnification and litigate any claim, action, suit or proceeding by whether it will defend against any third party alleged claim or asserted against liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof or such party in respect oflonger period as may be agreed upon by the parties, resulting from related it shall be deemed to or arising out of any matter for have accepted and agreed to the claim, which it is shall become immediately due and payable. 24.2 The Indemnifying Party shall be entitled to be indemnified hereunder, and direct the reasonable costs and expenses thereof shall be defense against a third party claim or liability with counsel selected by it (subject to the indemnification obligations consent of the indemnifying Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) as long as the Indemnifying Party hereunderis conducting a good faith and diligent defense. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss named parties to the full extent provided action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party is advised that representation of both parties by Section 6.2the same counsel would be inappropriate under applicable standards of professional conduct, the indemnifying Indemnified Party may engage separate counsel at the expense of the Indemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall be entitledhave the right, at its optionthe expense of the Indemnifying Party, to assume and control undertake the defense of such claim, action, suit claim or proceeding at its expense and through liability (with counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred selected by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the Indemnifying Party, then the Indemnified Party shall make available such information and assistance as the Indemnifying Party may settle or compromise any claim without reasonably request and shall cooperate with the prior approval Indemnifying Party in such defense, at the expense of the Indemnified Indemnifying Party. (d) Notwithstanding the foregoing, the indemnified 24.3 The Indemnifying Party shall have the right to employ its own counsel and such counsel elect to settle any claim in respect of which indemnity may participate in such actionbe sought pursuant to Section 23, but for which it has duly assumed the fees and expenses defense, with the written consent of such counsel shall be at the expense of such indemnified Indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may which consent will not be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from unreasonably withheld, delayed or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified conditioned. The Indemnified Party shall have the right to direct elect to settle any claim in respect of which indemnity may be sought hereunder, for which it has duly assumed the defense defense, with the Indemnifying Party’s written consent, which consent will not be unreasonably withheld. 24.4 The Indemnifying Party shall, upon payment of an indemnity in full under this Agreement, be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates. 24.5 Each party to this Agreement shall use reasonable commercial efforts not to assert against the other party any claim of indemnification for Losses in connection with this Agreement unless the asserting party has given the other party reasonable prior written notice of the claim. 24.6 In cases of customer claims that allege a defect in the Products, Company shall first initiate a prompt and thorough investigation of such claimcustomer claim and conclude that such defect was a result of a failure to comply with the Manufacturer’s obligations under this Agreement before asserting a claim of indemnification against Manufacturer. Manufacturer shall cooperate with Company in any such investigation, action, suit or proceeding on behalf but shall not be bound by the findings of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderCompany.

Defense of Claims. (a) Each 18.3.1 The indemnifying Party shall promptly notify be entitled, at its option, and expense and with counsel of its selection, to assume and control the other Party defense of any loss ofclaim, or damage to propertyaction, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of, resulting from, relating to or arising out of any matter for which it is obligated to indemnify the other Party hereunder, provided it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defense of such claim, action, suit or may be entitled proceeding, prior to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant assumption by the indemnifying Party becomes aware of such defense. 18.3.2 Notwithstanding the provisions of Clause 18.3.1, unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the lossdefense of a claim, damagesuit, death or injury (or any claim action or proceeding in respect thereof). (b) The accordance with Clause 18.3.1, the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying . 18.3.3 Neither Party shall be entitled, at its option, entitled to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. Except where such consent is unreasonably withheld, if an indemnified Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other indemnifying Party without the prior written consent of the other indemnifying Party, the other indemnifying Party shall be excused from any obligation to indemnify the indemnified Party making such settlement or compromise in respect of such settlement or compromise. (d) Notwithstanding 18.3.4 Following the foregoingacknowledgment of the indemnification and the assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.218.2.1. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, hereunder and the their reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the person indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 18, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice if provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior unless the Indemnifying Party provides such security to the assumption Indemnified Party as shall be reasonably required by the indemnifying party of such defenseIndemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. (c) No 18.2.2. If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any such claim, action, action suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably unreasonable withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 18.2.3. If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Article 18.2.1 then the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may any participate in such action, but the fees cost and expenses of such counsel shall be at the expense of such indemnified Indemnified Party, when and as incurred incurred, unless: (i) the 1. The employment of counsel by such indemnified Party party has been authorized in writing by the indemnifying Indemnifying Party;; or (ii) the indemnified 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense defence of such action;; or (iii) the indemnifying 3. The Indemnifying Party shall not in fact have employed independent counsel reasonably reasonable satisfactory to the indemnified Indemnified Party to assume the defense defence of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) the indemnified 4. The Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either that either: i. That there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party or that Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a material adverse effect Material Adverse Change upon it beyond the scope of this Agreement.; (e) If paragraph (ii)18.2.4. Provided that if clauses 2, (iii) 3, or (iv) 4 of subparagraph (d) above Article 18.2.3 shall be applicable, then counsel for the indemnified Indemnified Party shall have the right to direct the defense defence of such claim, action, suit or proceeding on behalf of the indemnified Indemnified Party and the reasonable fees cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If any third party notifies any party with respect to any matter which may give rise to a claim for indemnification against LEG (athe "Indemnified Party") Each under this Article XII, the Indemnified Party shall notify LEG thereof in writing promptly notify stating the other Party nature and basis of any loss ofclaim made against the Indemnified Party by the third party and the amount of liability asserted against the Indemnified Party by such third party by reason of the claim; provided that no delay on the part of the Indemnified Party in notifying LEG will relieve LEG from any obligation under this Agreement unless, or damage and then solely to propertythe extent that, death or injury LEG is prejudiced thereby. Within thirty (30) days after receiving such notice LEG shall give written notice to person (or the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or proceeding in respect thereof) in respect of which it is or may liability at its own cost and expense. LEG shall be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after direct the relevant Party becomes aware of the loss, damage, death or injury (or any defense against a third party claim or proceeding in respect thereof). liability with counsel selected by it (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations consent of the indemnifying Indemnified Party, which consent shall not be unreasonably withheld). LEG shall not consent to the entry of a judgment with respect to the matter or enter into any settlement, which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party hereunderfrom all liability with respect thereto. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss named parties to the full extent provided action or proceeding include both LEG and the Indemnified Party and the Indemnified Party is advised that representation of both parties by Section 6.2the same counsel would be inappropriate under applicable standards of professional conduct, the indemnifying Indemnified Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through may engage separate counsel of its choice if it gives prompt notice of its intention to do so (subject to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other PartyLEG, which consent shall not be unreasonably withheld withheld) at the expense of LEG. If no such notice of intent to dispute and defend a third party claim or delayed; providedliability is given by LEG, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionright, but the fees and expenses of such counsel shall be at the expense of such indemnified PartyLEG, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of to undertake the defense of such action; claim or liability (iii) with counsel selected by the indemnifying Indemnified Party and reasonably acceptable to LEG), and to compromise or settle it, with the consent of LEG, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by LEG, then the Indemnified Party shall not in fact have employed independent counsel make available such information and assistance as LEG may reasonably satisfactory to the indemnified Party to assume the defense of such action request and shall have been so notified by cooperate with LEG in such defense, at the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope expense of this AgreementLEG. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. The STWCSV Indemnitees or the Manager Indemnitees (aeach, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") Each of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall promptly notify the other not relieve such Indemnifying Party of from any loss of, or damage liability that it may have to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification such Protected Party under Section 6.210.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or Subject to non-interference with any claim or proceeding in insurance defense being provided with respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partythereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any such Claim as either party may reasonably request. The Indemnifying Party shall inform the Protected Party on a periodic basis of the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party in defending such Claims. Neither party shall compromise or settle or compromise any claim Claim without the prior approval other party's consent (not to be unreasonably withheld, conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any insurance defense being provided and subject also to the Indemnified Party. obligation to cooperate with the other party as hereinabove set forth, each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification pursuant to Section 10.1 (dif the Protected Party is a STWCSV Indemnitee) Notwithstanding or Section 10.2 (if the foregoingProtected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the indemnified Protected Party nevertheless shall have the right be entitled to employ its own counsel and such counsel may participate in such actiondefense on its own behalf and at its own expense, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party subject to non-interference with insurance defense and the indemnified duty to cooperate with the Indemnifying Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementas hereinabove provided. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify In the other Party of event that any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by is brought against RCRT or GOLQ or any third party alleged Affiliate or asserted against such party in respect of, resulting from related to or arising out sublicensee of any matter for which it is entitled to be indemnified hereunder, and either Party alleging the reasonable costs and expenses thereof shall be subject to the indemnification obligations infringement of the indemnifying intellectual property rights of a Third Party hereunder; providedby reason of the discovery, howeverdevelopment, that if manufacture, use, Sale, importation or offer for Sale of a Licensed Product or use of GOLQ Technology in the indemnifying Party acknowledges discovery, development, Activities, manufacture, use, Sale, offer for Sale, or importation of a Licensed Product, GOLQ shall have the sole right and obligation to defend itself and RCRT in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its sole expense. RCRT shall have the right to separate counsel at its own expense and through counsel in any such action or proceeding. (b) The Parties shall cooperate with each other in the defense of its choice if it gives any such suit, action or proceeding. Subject to the foregoing, each Party shall have the option to assume control of the defense of any action, suit or proceeding which principally relates to the use of such Party’s own technology or data. The Parties will give each other prompt written notice of its intention to do so the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defensealleged infringement. (c) No Neither Party shall compromise, litigate, settle or compromise otherwise dispose of any such claimsuit, action or proceeding which involves the use of the other’s technology, data or Patent Rights without the other Party’s advice and prior consent, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on its business. If the defending Party agrees that the other Party should institute or join any suit, action or proceeding pursuant to this Section, the defending Party may at its expense, join the other Party as a Party to the suit, action or proceeding, and the Party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding. (d) If as a consequence of such action, suit or proceeding without by a Third Party claiming that the prior written consent discovery, development, manufacture, use or Sale of the other a Licensed Product infringes such Third Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party’s intellectual property rights, the Indemnifying Party may settle or compromise any claim without Parties shall examine and discuss in good faith the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses consequences of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from prohibition or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this Agreement and on possible modifications thereto.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, or damage to property, death or injury to person (lawsuit enforcement action or any claim or proceeding in respect thereof) in respect of which it attempt to collect on an alleged liability is or may be filed against any party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given as soon as reasonably practicable to the indemnifying party within ten (10) business days after receipt of notice or other date by which action must be taken; provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates damage caused by such failure. After such notice, the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such actionappeal arising therefrom, but the fees and expenses of such counsel shall be at the expense of such indemnified Partyparty, when and as incurred unless: except to the extent that (i) the employment of counsel by such indemnified Party thereof has been specifically authorized in writing by the indemnifying Party; party in writing, (ii) the indemnified Party shall have reasonably concluded that there may be indemnifying party has failed after a conflict reasonable period of interest between the indemnifying Party time to assume such defense and the indemnified Party in the conduct of the defense of such action; to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to party and the indemnified Party to assume the defense position of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified party, in which case the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above party shall be applicable, then counsel responsible for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements expenses of no more than one such separate counsel. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by the indemnifying party and includes an unconditional release of such counsel shall constitute legal or other expenses hereunderindemnified party from all liability on claims that are the subject matter of such proceeding.

Defense of Claims. (a) Each The indemnifying Party shall promptly notify be entitled, at its option and expense and with counsel of its selection, to assume and control the other defense of such claim, action, suit or proceeding, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof)such defense. (b) The Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defense of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if . (c) Upon assumption by the indemnifying Party acknowledges in writing its obligations to indemnify of the indemnified Party in respect control of loss to the full extent provided by Section 6.2defense of a claim, suit, action or proceeding, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses reimburse the indemnified Party for the reasonable costs and expenses incurred by of the indemnified Party in the defense of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption by of the indemnifying party of such defense. (cd) No Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified Partyindemnified Party as per clause 11.4(a) and Section 11.4(b), the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. (de) Notwithstanding Following acknowledgment of the foregoingindemnification and assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) . If paragraph clause (ii), (iii) or (iv) of subparagraph (d) above the preceding sentence shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderhereunder and be paid by the indemnifying Party.

Defense of Claims. (a) Each Party shall promptly notify Other than in the other Party case of any loss of, Liability being managed by a Party in accordance with any other Transaction Document or damage to property, death or injury to person in the case of a Mixed Action (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the lossmanaged in accordance with Section 6.10(d)), damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying an Indemnifying Party shall be entitledentitled (but shall not be required) to assume, at its option, to assume and control the defense of of, and settle any Third-Party Claim, at such claim, action, suit or proceeding at its Indemnifying Party’s own cost and expense and through by such Indemnifying Party’s own counsel, which counsel of its choice must be reasonably acceptable to the applicable Indemnified Parties, if it gives prompt written notice of its intention to do so and agreement that the Indemnified Party is entitled to indemnification under this Article VI to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. applicable Indemnified Parties within thirty (c30) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent calendar days of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify receipt of notice from such Indemnified Parties of the Indemnified Party, the Third-Party Claim. After such notice from an Indemnifying Party may settle or compromise any claim without to an Indemnified Party of its election to assume the prior approval defense of the a Third-Party Claim, such Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party Parties shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own counsel and such counsel may participate expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such actiondefense and make available to the Indemnifying Party all witnesses and all pertinent and material Information and materials in such Indemnified Party’s possession or under such Indemnified Parties’ control relating thereto as are reasonably required by the Indemnifying Party; provided, but however, that such access shall not require the fees Indemnified Parties to disclose any Information the disclosure of which would, in the reasonable judgment of the Indemnified Parties, result in the loss of any existing attorney-client privilege, attorney work-product protection or other applicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the Indemnified Parties that would otherwise be required to disclose Information shall take any and expenses all reasonable action necessary to permit such disclosure without such loss of such counsel shall be at privilege, protection or immunity or violation of Law). Notwithstanding anything to the expense of such indemnified Partycontrary in this Section 6.5 or Section 6.10, when and as incurred unless: in the event that (i) the employment of counsel by such indemnified an Indemnifying Party has been authorized in writing by the indemnifying Party; elects not to assume responsibility for defending a Third-Party Claim, (ii) the indemnified Party shall have reasonably concluded that there may be exists a conflict of interest or potential conflict of interest between the indemnifying Indemnifying Party and the indemnified Party in the conduct of the defense of such action; applicable Indemnified Party, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief, relief for other than money damages against the indemnifying Indemnified Party or asserts any criminal wrongdoing (excluding de minimis equitable relief incidental to the award of money damages), (iv) the Indemnifying Party shall not in fact have employed independent counsel within thirty (30) calendar days after notice from the Indemnified Party of such Third-Party Claim, (v) the Indemnified Party’s exposure to Liability in connection with such Third- Party Claim is reasonably satisfactory expected to exceed the indemnified Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder or (vi) the party making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnified Party or any of its material Assets, such Indemnified Party(ies) shall be entitled to assume the defense of such action and shall have been so notified by Third-Party Claim, at the indemnified Indemnifying Party; or (iv) ’s expense, with counsel of such Indemnified Party’s choosing. If the indemnified Indemnified Party is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall have reasonably concluded cooperate with the Indemnified Party in such defense and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those make available to the indemnifying Indemnified Party all witnesses and all pertinent and material Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; provided, however, that such claimaccess shall not require the Indemnifying Party to disclose any Information the disclosure of which would, action, suit or proceeding involves or could have a material adverse effect upon it beyond in the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf reasonable judgment of the indemnified Party and Indemnifying Party, result in the reasonable fees and disbursements loss of such counsel shall constitute legal any existing attorney-client privilege, attorney work-product protection or other expenses hereunderapplicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the Indemnified Parties that would otherwise be required to disclose Information shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege, protection or immunity or violation of Law).

Defense of Claims. (a) Each 14.3.1 The indemnifying Party shall promptly notify be entitled, at its option, and expense and with counsel of its selection, to assume and control the other Party defense of any loss ofclaim, or damage to propertyaction, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of, resulting from, relating to or arising out of any matter for which it is obligated to indemnify the other Party hereunder, provided it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defense of such claim, action, suit or may be entitled proceeding, prior to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant assumption by the indemnifying Party becomes aware of such defense. 14.3.2 Notwithstanding the provisions of Clause 14.3.1, unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the lossdefense of a claim, damagesuit, death or injury (or any claim action or proceeding in respect thereof). (b) The accordance with Clause 14.3.1, the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying . 14.3.3 Neither Party shall be entitled, at its option, entitled to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. Except where such consent is unreasonably withheld, if an indemnified Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other indemnifying Party without the prior written consent of the other indemnifying Party, the other indemnifying Party shall be excused from any obligation to indemnify the indemnified Party making such settlement or compromise in respect of such settlement or compromise. (d) Notwithstanding 14.3.4 Following the foregoingacknowledgment of the indemnification and the assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If a claim for Damages (aa “Claim”) Each is to be made by a Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification (“Indemnified Party”) hereunder against the Party from whom indemnification is sought (the “Indemnifying Party”), the Party claiming such indemnification shall, subject to this Section 8.2, give written notice (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.28.3. Such If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Indemnifying Party as soon promptly as reasonably practicable (and in any event within fifteen (15) calendar days after the relevant Party becomes aware service of the losscitation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, damageexcept to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified if the Indemnifying Party shall have acknowledge in writing to the right, but not Indemnified Party that the obligation, to contest, defend, and litigate any claim, Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and then the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Indemnifying Party shall be entitled, if it so elects at its optionown cost, risk and expense, (i) to assume and take control of the defense and investigation of such claim, lawsuit or action, suit (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, include both the Indemnifying Party may settle or compromise any claim without the prior approval of and the Indemnified Party. (d) Notwithstanding Party and the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Indemnified Party has been authorized advised in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded counsel that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific one or more legal defenses available to it which such Indemnified Party that are different from or additional to those available to the indemnifying Indemnifying Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or that settle such claim, action, suit which compromise or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above settlement shall be applicablemade only with the written consent of the Indemnified Party, then counsel for such consent not to be unreasonably withheld; provided, however, that this sentence shall not apply to Claims relating to Taxes. If the indemnified Indemnifying Party shall fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to direct undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of such the claim, action, suit or proceeding on behalf the Indemnified Party will keep the Indemnifying Party reasonably informed of the indemnified progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 8.2 and for any final judgment (subject to any right of appeal), and the reasonable fees Indemnifying Party agrees to indemnify and disbursements hold harmless the Indemnified Party from and against any Damages by reason of such counsel shall constitute legal settlement or other expenses hereunderjudgment.

Defense of Claims. If any action, suit, claim, proceeding, demand, assessment or enforcement action is filed or initiated against any Indemnified Party (aas defined below) Each hereunder, the Indemnified Party shall give written notice thereof to the Indemnifying Party or parties as promptly notify as practicable (and in any event within thirty (30) days after the other Party service of the citation or summons); PROVIDED, HOWEVER, that the failure of any loss of, or damage Indemnified Party to property, death or injury to person (or any claim or proceeding in respect thereof) in respect give timely notice shall not affect the rights of which it is or may be entitled such party to indemnification under Section 6.2hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. Such After such notice and a reasonable period of time to allow for analysis of the relevant claim, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that such Indemnifying Party shall be given as soon as reasonably practicable after obligated under the relevant Party becomes aware terms of its indemnity hereunder for all Losses of the lossIndemnified Party in connection with such action, damagesuit, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, actionproceeding, suit demand, assessment or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be enforcement action (subject to the indemnification obligations of following sentence), then the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Indemnifying Party shall be entitled, at its optionif it so elects and with counsel reasonably satisfactory to the Indemnified Party, to assume take control of the defense and control investigation of such action, suit, claim, proceeding, demand, assessment or enforcement action, and to employ and engage attorneys to handle and defend the same, at the Indemnifying Party's cost, risk and expense; and the Indemnified Party shall cooperate in all reasonable respects, at the Indemnifying Party's request and cost, risk, and expense, with the Indemnifying Party and its attorneys in the investigation, trial and defense of such action, suit, claim, proceeding, demand, assessment or enforcement action, suit or proceeding and any appeal arising therefrom; PROVIDED, HOWEVER, that the Indemnified Party may, at its expense own cost, participate in such investigation, trial and through counsel defense of its choice if it gives prompt notice such action, suit, claim, proceeding, demand, assessment or enforcement action, and any appeal arising therefrom; and PROVIDED, FURTHER, that the Indemnifying Party shall have an obligation to keep the Indemnified Party apprised of its intention the status of the action, suit, claim, proceeding, demand, assessment or enforcement action, to do so furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request in connection therewith, and to consult with the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party of acting on major matters involved in such defense. (c) No Party shall settle or compromise any such action, suit, claim, proceeding, demand, assessment or enforcement action, suit or proceeding including settlement discussions, it being understood that no settlement of any action for which indemnification may be payable hereunder shall be made without the prior written consent of the Indemnified Party. Notwithstanding any other Partyprovision of this Article 5, which if an Indemnified Party withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall not be unreasonably withheld or delayed; provided, that after agreeing in writing required to indemnify the Indemnified Party, Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party may could have settled such claim. The Indemnified Party shall be entitled to defend, settle or compromise proceed in such other manner as it deems fit, in its sole discretion, in connection with any claim without action, suit, claim, proceeding, demand, assessment or enforcement action as to which the prior approval Indemnifying Party has not acknowledged its obligations in writing in accordance with the second sentence of this Section 5.5; and no actions taken by the Indemnified Party in connection therewith shall affect or limit the obligations of the Indemnifying Party pursuant to this Article 5. If the Indemnified Party. (d) Notwithstanding Party does not have control over any proceeding described in this Article 5 and the foregoing, the indemnified Indemnified Party determines that it desires to settle its claim in such proceeding it shall have the right to employ its own counsel and such counsel may participate do so without the consent of the Indemnifying Party, provided that in such actionevent, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict lose the benefits of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of any indemnification provided by this Article 5 with respect to such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under ----------------- this Section 6.2. Such 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be given as soon as reasonably practicable after approved by the relevant Indemnified Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereofwhose approval shall not unreasonably be withheld). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Indemnified Party hereundermay participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the indemnifying Indemnified Party acknowledges by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in writing such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to indemnify the indemnified Party give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claimclaim or litigation shall, action, suit or proceeding without except with the prior written consent of the other Party, each Indemnified Party which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayed; provided, that after agreeing in writing to indemnify enter into any settlement which does not include as an unconditional term thereof the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing giving by the indemnifying Party; (ii) the indemnified claimant or plaintiff to such Indemnified Party shall have reasonably concluded that there may be of a conflict release from all liability in respect to such claim or litigation and include a statement as to or an admission of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory fault, culpability or a failure to the indemnified Party to assume the defense of such action and shall have been so notified act by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified any Indemnified Party. No Indemnifying Party and the reasonable fees and disbursements of shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such counsel shall constitute legal or other expenses hereunderIndemnifying Party's prior written consent.

Defense of Claims. (a) Each Party shall promptly notify If any Indemnitee receives notice of the other Party assertion of any loss of, or damage to property, death or injury to person (or any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a party to this Agreement or any Affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in respect thereofany event not later than ten (10) in respect calendar days after the Indemnitee's receipt of which it is or may be entitled to indemnification under Section 6.2notice of such Third Party Claim. Such notice shall be given as soon as reasonably practicable after describe the relevant Party becomes aware nature of the lossThird Party Claim in reasonable detail and shall indicate the estimated amount, damageif practicable, death of the Indemnifiable Loss that has been or injury may be sustained by the Indemnitee. The party defending the Third Party Claim shall (a) consult with the other party throughout the pendency of the Third Party Claim regarding the investigation, defense, settlement, compromise, trial, appeal or other resolution thereof; and (b) afford the other party the opportunity, by notice, to participate and be associated in the defense of the Third Party Claim through counsel chosen by such other party, at its own expense, in the defense of any Third Party Claim as to which a party has elected to conduct and control the defense thereof. The parties shall cooperate in the defense of the Third Party Claim. The Indemnitee shall make available to the Indemnifying Party or its representatives all records and other materials reasonably required for use in contesting any Third Party Claim (subject to such confidentiality provisions as the Indemnitee may reasonably require) and shall furnish such testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. If requested by the Indemnifying Party, the Indemnitee shall cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the claim or demand, or any claim cross-complaint against any Person. The Indemnifying Party shall reimburse the Indemnitee for any expenses incurred by Indemnitee in cooperating with or proceeding in respect thereof)acting at the request of the Indemnifying Party. (b) The indemnified If within ten (10) calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claim the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in Section 9.2(a), the Indemnifying Party shall have not be liable for any legal expenses subsequently incurred by the right, but not Indemnitee in connection with the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderdefense thereof; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations fails to indemnify take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving notice from the indemnified Indemnitee that the Indemnitee believes the Indemnifying Party in respect of loss has failed to the full extent provided by Section 6.2take such steps, the indemnifying Indemnitee may assume its own defense, and the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party liable for the all reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without thereof. Without the prior written consent of the other PartyIndemnitee, which consent the Indemnifying Party shall not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the date of such notice. Notwithstanding the foregoing, the Indemnitee shall have the right to pay, compromise, or settle any Third Party Claim at any time, provided that in such event the Indemnitee shall waive any right to indemnity hereunder unless the Indemnitee shall have first sought the consent of the Indemnifying Party in writing to such payment, settlement or compromise and such consent was unreasonably withheld or delayed; provided, that in which event no claim for indemnity therefor hereunder shall be waived. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct Claim") shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than ten (10) calendar days after agreeing in writing the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party shall have a period of thirty (30) calendar days within which to indemnify respond to such Direct Claim. If the Indemnified PartyIndemnifying Party does not respond within such thirty (30) calendar day period, the Indemnifying Party may settle or compromise any claim without shall be deemed to have accepted such claim. If the prior approval Indemnifying Party rejects such claim, the Indemnitee shall be free to seek enforcement of the Indemnified Partyits rights to indemnification under this Agreement. (d) Notwithstanding If the foregoingamount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect , thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses amount of such counsel shall be reduction, less any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the expense prime rate then in effect of BankBoston), shall promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party shall, to the extent of such indemnified Partyindemnity payment, when and as incurred unless: be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that (i) the employment Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; Indemnifiable Loss and (ii) until the indemnified Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment are hereby made expressly subordinated and subjected in right of payment to the Indemnitee's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnifying Party shall have duly execute upon request all instruments reasonably concluded that there may necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 9.2(d) shall be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory construed to the indemnified Party require any party hereto to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from obtain or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementmaintain any insurance coverage. (e) If paragraph (ii)A failure to give timely notice as provided in this Section 9.2 will not affect the rights or obligations of any party hereunder except if, (iii) or (iv) of subparagraph (d) above shall be applicableand only to the extent that, then counsel for the indemnified Party shall have the right to direct the defense as a result of such claimfailure, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements party which was entitled to receive such notice was actually prejudiced as a result of such counsel shall constitute legal or other expenses hereunderfailure.

Defense of Claims. (a) Each Party shall promptly notify Except as otherwise set forth in the other Party last sentence of any loss ofthis Section 9.6, or damage to property, death or injury to person (or in connection with any claim or proceeding in respect thereof) in respect of which it is or may be entitled give rise to indemnification indemnity under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, this Article 9 resulting from related to or arising out of any matter claim or Action against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for which it is entitled such claim), upon written notice sent at any time to be indemnified hereunderthe relevant Indemnitee, assume the defense of any such claim or Action, to the extent that the claim or Action relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets, and the reasonable costs and expenses thereof shall be subject such Indemnifying Party provides assurances, reasonably satisfactory to the indemnification obligations of the indemnifying Party hereunder; provided, howeversuch Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim in full if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying such claim or Action is decided adversely. The Indemnifying Party shall be entitled, at its option, select counsel reasonably acceptable to assume and control such Indemnitee to conduct the defense of such claimclaim or Action (which acceptance of counsel shall not be unreasonably withheld by the Indemnitee), actionshall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim or Action in accordance with this Section 9.6, suit the Indemnifying Party shall be authorized to consent to a settlement of or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior entry of any judgment arising from, any such claim or Action, to the assumption by extent that the indemnifying party settlement or judgment requires only the payment of such defense. (c) No monetary damages, includes no injunctive provisions or performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the alternative, the Indemnifying Party shall settle or compromise any such claim, action, suit or proceeding without the prior written will seek consent of the other Party, Indemnitee (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). If the Indemnifying Party may settle or compromise has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoingsuch action, the indemnified Party shall have the right to employ with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and such counsel may participate in such actionshall cause each of its Affiliates, but officers, employees, consultants and agents to, cooperate fully with the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Indemnifying Party in the conduct of the defense of such action; (iii) any claim or Action being defended by the indemnifying Indemnifying Party shall pursuant to this Section 9.6. If the Indemnifying Party does not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of any claim or Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such action and shall claim (as such claim may have been so notified by modified through written agreement of the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iiiParties) or (iv) of subparagraph (d) above shall the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be applicablefinancially able to satisfy such claim in full if such claim or Action is decided adversely, then counsel for such Indemnitee may defend against such claim or Action in such manner as it may deem reasonably appropriate at the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf reasonable cost of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderIndemnifying Party.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, lawsuit or damage to property, death or injury to person (or enforcement action is filed ------------------- against any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as soon promptly as reasonably practicable after (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken); provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to such indemnified party that this Agreement applies with respect to such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the any appeal arising therefrom. The indemnifying party of such defense. (c) No Party shall settle or compromise any such claimnot, action, suit or proceeding without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify proceeding only involves a remedy for the Indemnified Party, payment of money by the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel indemnifying party and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense includes an unconditional release of such indemnified Party, when and as incurred unless: (i) party from all liability on claims that are the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense subject matter of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under this Section 6.2. Such 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be given as soon as reasonably practicable after approved by the relevant Indemnified Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereofwhose approval shall not unreasonably be withheld). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Indemnified Party hereundermay participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the indemnifying Indemnified Party acknowledges by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in writing such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 unless the failure to indemnify the indemnified Party give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claimclaim or litigation shall, action, suit or proceeding without except with the prior written consent of the other Party, each Indemnified Party which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayed; provided, that after agreeing enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in writing respect to such claim or litigation. No Indemnifying Party shall be required to indemnify the any Indemnified Party with respect to any settlement entered into without such Indemnifying Party, the Indemnifying Party may settle or compromise any claim without the 's prior approval of the Indemnified Partywritten consent. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. Within thirty (a30) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable Days after the relevant Indemnifying Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partyreceives a Claim Notice, the Indemnifying Party may settle shall notify the Indemnified Party whether or compromise any claim without not the prior approval Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party. (d) Notwithstanding , and that is not prejudicial to the foregoingIndemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the indemnified Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall have defend the right Indemnified Party against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to employ its own counsel and such counsel may participate Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (iidefense), (iiib) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Indemnifying Party shall have the right pay any judgment entered or settlement with respect to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.Claim,

Defense of Claims. (a) Each Party shall promptly notify In the other Party of event that any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by is brought against LIBD or BFAI or any third party alleged Affiliate or asserted against such party in respect of, resulting from related to or arising out sublicensee of any matter for which it is entitled to be indemnified hereunder, and either Party alleging the reasonable costs and expenses thereof shall be subject to the indemnification obligations infringement of the indemnifying intellectual property rights of a Third Party hereunder; providedby reason of the discovery, howeverdevelopment, that if manufacture, use, Sale, importation or offer for Sale of a Licensed Product or use of BFAI Background Technology in the indemnifying Party acknowledges discovery, development, Activities, manufacture, use, Sale, offer for Sale, or importation of a Licensed Product, BFAI shall have the sole right and obligation to defend itself and LIBD in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its sole expense. LIBD shall have the right to separate counsel at its own expense and through counsel in any such action or proceeding. (b) The Parties shall cooperate with each other in the defense of its choice if it gives any such suit, action or proceeding. Subject to the foregoing, each Party shall have the option to assume control of the defense of any action, suit or proceeding which principally relates to the use of such Party’s own technology or data. The Parties will give each other prompt written notice of its intention to do so the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defensealleged infringement. (c) No Neither Party shall compromise, litigate, settle or compromise otherwise dispose of any such claimsuit, action or proceeding which involves the use of the other’s technology, data or Patent Rights without the other Party’s advice and prior consent, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on its business. If the defending Party agrees that the other Party should institute or join any suit, action or proceeding pursuant to this Section, the defending Party may at its expense, join the other Party as a Party to the suit, action or proceeding, and the Party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding. (d) If as a consequence of such action, suit or proceeding without by a Third Party claiming that the prior written consent discovery, development, manufacture, use or Sale of the other a Licensed Product infringes such Third Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party’s intellectual property rights, the Indemnifying Party may settle or compromise any claim without Parties shall examine and discuss in good faith the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses consequences of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from prohibition or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this Agreement and on possible modifications thereto.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss ofIn fulfilling its obligations under this Section VIII.3, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Indemnifying Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified has provided each Indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt with a written notice of its intention agreement to do so to the indemnified indemnify each Indemnified Party under this Section VIII.3, as between such Indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Indemnifying Party, the Indemnifying Party may shall have the right to investigate, defend, settle or compromise otherwise handle, with the aforesaid cooperation, any claim without Claim brought by a third party in such manner as the prior approval Indemnifying Party may reasonably deem appropriate; provided, that: (a) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party. (d) Party from all liability with respect to such Claim. Notwithstanding the foregoingIndemnifying Party’s election to assume the defense or investigation of such Claim, the indemnified Indemnified Party shall have the right to employ separate counsel (at its own counsel cost except as provided below) and such counsel may to reasonably participate in such action, but the fees and expenses defense or investigation of such counsel Claim, which participation shall be at the expense of such indemnified the Indemnifying Party, when and as incurred unless: if: (ia) on the employment advice of counsel by such indemnified to the Indemnified Party has been authorized in writing by use of counsel of the indemnifying Indemnifying Party; (ii) the indemnified Party shall have ’s choice would reasonably concluded that there may be expected to give rise to a conflict of interest between interest; (b) the indemnifying Indemnifying Party and shall authorize the indemnified Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or (c) separate counsel is retained to represent the Indemnifying Party in any action which seeks relief other than monetary damages against the conduct of the defense of such action; (iii) the indemnifying Indemnified Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party extent such representation is related to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementrelief. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. The HWH Indemnitees or the Manager Indemnitees (aeach, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") Each of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall promptly notify the other not relieve such Indemnifying Party of from any loss of, or damage liability that it may have to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification such Protected Party under Section 6.210.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or Subject to non-interference with any claim or proceeding in insurance defense being provided with respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partythereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any such Claim as either party may reasonably request. The Indemnifying Party shall inform the Protected Party on a periodic basis of the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party in defending such Claims. Neither party shall compromise or settle or compromise any claim Claim without the prior approval other party's consent (not to be unreasonably withheld, conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any insurance defense being provided and subject also to the Indemnified Party. obligation to cooperate with the other party as hereinabove set forth, each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification pursuant to Section 10.1 (dif the Protected Party is a HWH Indemnitee) Notwithstanding or Section 10.2 (if the foregoingProtected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the indemnified Protected Party nevertheless shall have the right be entitled to employ its own counsel and such counsel may participate in such actiondefense on its own behalf and at its own expense, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party subject to non-interference with insurance defense and the indemnified duty to cooperate with the Indemnifying Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementas hereinabove provided. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Indemnified Party shall promptly notify give prompt notice to the other Party Indemnifying Party(ies) of any loss ofClaim against the Indemnified Party which might give rise to a Claim based upon any indemnity contained herein. The notice shall set forth in reasonable detail the nature and basis of the Claim and the actual or estimated amount thereof. If any action, or damage to property, death or injury to person (or any claim suit or proceeding in is brought against an Indemnified Party with respect thereofto any such Claim, the Indemnifying Party(ies) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligationat its (their) sole cost and expense, to contest, defend, in the name and litigate on behalf of the Indemnified Party, any claim, such action, suit or proceeding by any third party alleged or asserted against proceeding. The parties hereto agree to render to each other such party assistance as may reasonably be required in respect of, resulting from related order to or arising out ensure the proper and adequate defense of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding proceeding. The Indemnified Party shall have the right to participate, at its own expense and through with counsel of its choice if choosing, in the defense of any Claim against which it gives prompt notice of its intention to do so to the is indemnified Party hereunder and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party it shall settle or compromise any such claim, action, suit or proceeding without be kept fully informed with respect thereto. Without the prior written consent of the other Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partywithheld, the Indemnifying Party(ies) shall not make any settlement of any Claim if as a result thereof the Indemnified Party may settle would become subject to injunctive or compromise any claim without other equitable relief or the prior approval Tax status, business or financial condition of the Indemnified Party. (d) Notwithstanding Party would be adversely affected. Without the foregoingprior written consent of the Indemnifying Party(ies), which consent shall not be unreasonably withheld, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Indemnified Party shall not in fact have employed independent counsel reasonably satisfactory make any settlement of any Claim which might give rise to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf liability of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderIndemnifying Party(ies) under any indemnity contained herein.

Defense of Claims. (a) Each The indemnifying Party shall promptly notify be entitled, at its option and expense and with counsel of its selection, to assume and control the other defense of such claim, action, suit or proceeding at its expense, with counsel of its selection, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof)such defense. (b) The Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defense of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if . (c) Upon assumption by the indemnifying Party acknowledges in writing its obligations to indemnify of the indemnified Party in respect control of loss to the full extent provided by Section 6.2defense of a claim, suit, action or proceeding, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses reimburse the indemnified Party for the reasonable costs and expenses incurred by of the indemnified Party in the defense of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption by of the indemnifying party of such defense. (cd) No Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. (de) Notwithstanding Following acknowledgment of the foregoingindemnification and assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) . If paragraph clause (ii), (iii) or (iv) of subparagraph (d) above the preceding sentence shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify In the other Party case of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to for indemnification under Section 6.27.1, 7.2 or 7.3 arising from a claim of a third party (including the IRS or any Governmental Agency), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. Such The failure to give such notice shall be given as soon as reasonably practicable after not, however, relieve the relevant Party becomes aware indemnifying party of its indemnification obligations except to the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) extent that the indemnifying party is actually harmed thereby. The indemnified Party indemnifying party shall have the right, but not right to defend and to direct the obligation, to contest, defend, and litigate defense against any such claim, action, suit or proceeding by any third party alleged or asserted against such party demand (including, without limitation, ERISA Claims, Tax Claims and claims relating to Section 7.3.2), in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunderits name and at its expense, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of with counsel selected by the indemnifying Party hereunderparty unless such claim, suit or demand seeks an injunction or other equitable relief against the indemnified party; provided, however, that if the indemnifying Party acknowledges in writing party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to indemnify the indemnified Party party or contests, in respect of loss to the full extent provided by Section 6.2whole or in part, its indemnification obligations therefor. If the indemnifying Party shall be party elects, and is entitled, to compromise or defend such claim, it shall within 30 days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at its optionthe request and expense of the indemnifying party, to assume and control cooperate in the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such defense. (c) No Party claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall settle or compromise have no indemnification obligations with respect to any such claim, action, suit or proceeding demand which shall be settled by the indemnified party without the prior written consent of the other Party, indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that after agreeing in writing to indemnify notwithstanding the Indemnified Partyforegoing, the Indemnifying Party indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason). Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim without over the prior approval objection of the Indemnified Party. (d) Notwithstanding the foregoingindemnified party; provided, however, that consent by the indemnified Party party to settlement or compromise shall not be unreasonably withheld or delayed. The indemnified party shall have the right to employ its own counsel and such counsel may participate in such actionthe defense of any claim, but suit or demand with counsel selected by it subject to the indemnifying party’s right to direct the defense. The fees and expenses disbursements of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party party; provided, however, that, in the conduct case of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such any claim, action, suit or proceeding involves demand which seeks injunctive or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for other equitable relief against the indemnified Party shall have party, the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderbe at the expense of the indemnifying party.

Defense of Claims. (a) Each Party shall promptly notify If any party receives notice of the other Party commencement of any loss of, action or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death existence of any Claim or injury (or a written assertion of any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding facts by any a third party alleged or asserted against such party in with respect of, resulting from related to or arising out of any matter that would give rise to a Claim hereunder or otherwise suffers a loss for which it is entitled to be indemnified hereunderpursuant to Section 7.1 or Section 7.2 of this Agreement, then that party (the "Indemnified Party") shall give the third party (the "Indemnifying Party") reasonable notice thereof and shall permit the other party to have reasonable access to relevant information in its possession or control regarding such Claim. The Indemnifying Party shall have the right to take all reasonable action, at its own expense, as it deems desirable in order to minimize or eliminate such Claim. In the event of a Claim requesting solely monetary damages, the Indemnifying Party shall have the right, at its own expense, to appoint counsel to handle the defense of such matter and the reasonable costs and expenses thereof shall be subject exclusive right to prosecute, defend, compromise, settle or pay such Claim provided that the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations and Liability for such Claim as between the parties hereto or procures from the person making the Claim a full and complete release of the Indemnified Parties which is satisfactory in form and substance to indemnify counsel for the indemnified Party in respect of loss Indemnified Parties. If the foregoing acknowledgments or releases are not furnished to the full extent provided by Section 6.2Indemnified Parties, the indemnifying Party shall be entitled, at its option, then they may appoint associate counsel to assume and control participate in the defense of such claimmatter at the expense of the Indemnifying Parties. If the person asserting the Claim requests relief other than or in addition to monetary damages, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to then the indemnified Indemnifying Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party may not settle any aspects of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding Claim requesting relief other than monetary damages without the Indemnified Parties' prior written consent of the other Partyconsent, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing subject only to their obligation to act in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Partygood faith. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each The indemnifying Party shall promptly notify be entitled, at its option and expense and with counsel of its selection, to assume and control the other Party defense of any loss ofsuch claim, or damage to propertyaction, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of, resulting from, relating to or arising out of any matter for which it is or may be entitled obligated to indemnification under Section 6.2. Such indemnify the other party hereunder, subject to the prior approval of such counsel by the indemnified Party; provided, however, it gives prompt notice shall be given as soon as reasonably practicable after of its intention to do so to the relevant indemnified Party, and reimburses the indemnified Party becomes aware for the reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of the loss, damage, death or injury (or any claim or proceeding in respect thereof)such defense. (b) The Notwithstanding the provisions of Section 8.1(a) and 8.1(b)), unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defense of a claim, suit, action or proceeding in accordance with Section 8.5(a), the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if . (c) Upon assumption by the indemnifying Party acknowledges in writing its obligations to indemnify of the indemnified Party in respect control of loss to the full extent provided by Section 6.2defense of a claim, suit, action or proceeding, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses reimburse the indemnified Party for the reasonable costs and expenses incurred by of the indemnified Party in the defense of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption by of the indemnifying party of such defense. (cd) No such consent is unreasonably withheld, if a Party shall settle settles or compromise compromises any such claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other Party without the prior written consent of the other Party, which consent the other Party shall not be unreasonably withheld or delayed; provided, that after agreeing in writing excused from any obligation to indemnify the Indemnified Party, the Indemnifying Party may settle making such settlement or compromise any claim without the prior approval in respect of the Indemnified Partysuch settlement or compromise. (de) Notwithstanding Following acknowledgment of the foregoingindemnification and assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.,

Defense of Claims. (a) Each Party If any person or entity not a party to this Agreement shall promptly notify make any demand or claim, or file or threaten to file any lawsuit, which demand, claim or lawsuit may result in any liability, damage or loss to any party that is indemnified under Section 6.1 or 6:2 of this Agreement or that may cause liability to any indemnified party as the other Party result of, arising from, in connection with or incident to any breach or violation of any loss ofrepresentations, warranties, covenants, or damage to propertyagreements contained in this Agreement, death or injury to person (or any claim or proceeding then, in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such that event, after notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior party to the assumption by the indemnifying party of such defense. (c) No Party the demand, claim or lawsuit, the indemnifying party shall have the option, at the indemnifying party’s cost and expense, to retain counsel reasonably satisfactory to the indemnified party, to defend any demand, claim or lawsuit. Thereafter, the indemnified party shall be permitted to participate in any defense at the indemnified party’s own expense, provided however, that the indemnifying party shall not be entitled to settle any claim on behalf of, or compromise consent to any such claim, action, suit or proceeding judgment against the indemnified party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayedindemnified party; provided, that after agreeing in writing to indemnify unless such settlement is only for the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval payment of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing money by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party party and the indemnified Party in party is fully released from and against any liability. If the indemnifying party shall fail to respond within ten (10) days after receipt of the notice of any demand, claim or lawsuit; the indemnified party shall retain counsel and conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to demand, claim or lawsuit as the indemnified Party to assume party may deem proper in the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf discretion of the indemnified Party party, at the cost and expense of the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.indemnifying

Defense of Claims. (a) Each Party If the Claimant shall promptly notify the other Indemnifying Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of demand pursuant to Section 12.01, and if such claim or demand relates to a claim or demand asserted by a third party against the Claimant which the Indemnifying Party acknowledges is a claim or demand for which it is must indemnify or may be entitled to indemnification hold harmless the Claimant under Section 6.2. Such notice shall be given as soon as reasonably practicable after 12.01, the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnifying Party shall have the right, but not right to employ counsel reasonably acceptable to the obligation, Claimant to contest, defend, and litigate defend any claim, action, suit such claim or proceeding by any third party alleged or demand asserted against such party in respect of, resulting from related to or arising out of any matter the Claimant for which it is entitled to be indemnified hereunder, and so long as the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Indemnifying Party shall be entitled, at its option, continue in good faith to assume and control diligently defend against such action or claim. The Claimant shall have the right to participate in the defense of any such claim, action, suit claim or proceeding demand at its expense and through counsel own expense. The Indemnifying Party shall notify the Claimant in writing, as promptly as possible (but in any case, at least five Business Days before the due date for the answer or response to a claim) after the date of the notice of claim given by the Claimant to the Indemnifying Party under Section 12.03 of its choice if it gives prompt notice of its intention election to do so to defend in good faith any such third party claim or demand. So long as the indemnified Indemnifying Party and reimburses is defending in good faith any such claim or demand asserted by a third party against the indemnified Party for Claimant, the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party Claimant shall not settle or compromise any such claim, action, suit claim or proceeding demand without the prior written consent of the other Indemnifying Party, which consent shall not be unreasonably withheld or delayed; providedwithheld, that after agreeing in writing and the Claimant shall make available to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise its agents all records and other material in the Claimant's possession, custody or control reasonably required by it for its use in contesting any third party claim without or demand. In the prior approval of event the Indemnified Party. (d) Notwithstanding Indemnifying Party elects not to defend such claim or action or if the foregoingIndemnifying Party elects to defend such claim or action but fails to diligently defend such claim or action in good faith, the indemnified Party Claimant shall have the right to employ its own counsel and settle or compromise such counsel may participate in such action, but claim or action without the fees and expenses consent of such counsel shall be at the expense of such indemnified Indemnifying Party, when and as incurred unless: (i) except that the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party Claimant shall not in fact have employed independent counsel reasonably satisfactory to settle or compromise any such claim or demand, unless the indemnified Indemnifying Party to assume the defense is given a full and complete release of such action any and shall have been so notified all liability by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementall relevant parties relating thereto. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each If Dendreon has elected to share in Profit/Losses for a Licensed Product pursuant to Section 2.14 above and the Third Party has brought a claim of infringement in the United States, then the costs of any such action incurred by one or both of the Parties (including the costs of any judgment, award, decree or settlement) will be included in Other Operating Income/Expense in accordance with Exhibit B. If Dendreon has not elected to share in the Profits/Losses hereunder or the claim for infringement is in a country in the Territory other than the United States, then the Party responsible for implementing the plan of defense (the "Defending Party") shall promptly notify pay for its expenses incurred and the other Party of any loss ofshall fully cooperate at its own expense. Cooperation shall include providing access to documents and personnel, or damage to propertyproviding testimony, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given and providing such other assistance as soon as the Defending Party reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof)requests. (b) The indemnified Defending Party shall have not consent to a judgment or settlement that would materially impair the right, but not the obligation, to contest, defend, financial and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent other interests of the other Party under this Agreement without the other Party's consent, which consent shall not be unreasonably withheld delayed or delayed; provideddenied. If damages, that after agreeing in writing to indemnify including punitive or other non-compensatory damages are paid by the Indemnified Third Party, they shall first be applied to reimburse the Indemnifying Defending Party may settle or compromise for its incurred expenses, including reasonable attorney's fees and expert witness fees, and then to reimburse the other Party for such expenses. Such reimbursement shall first be made from any claim without the prior approval compensatory damages, including attorneys' fees and costs, recovered. If any balance of the Indemnified sum recovered from the Third Party remains, compensatory damages shall be deemed to be "Other Income/Expense" if Dendreon is sharing Operating Profits and Losses with respect to the Licensed Product in the country at issue or Net Sales if Dendreon is not. Any remaining punitive or noncompensatory damages shall be the property of the Party that was the counterclaim plaintiff on the counterclaim that resulted in the recovery of damages. If the proceeding results in a settlement or judgment in favor of the Third Party. (d) Notwithstanding the foregoing, the indemnified then any license fees or other amounts, including compensatory and noncompensatory damages, paid to such Third Party shall have be "Other Operating Income/Expense" if the right Parties are sharing Operating Profits and Losses with respect to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party Licensed Product in the conduct of the defense of such action; relevant country or a deduction from Net Sales (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory subject to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (ivlimitation in Section 6.5(b)) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which if they are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementnot. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) 24.5.1 The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the indemnified Indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 24, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice if choice; provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party Indemnifying Party of such defense. (c) No defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 24.5.2 If the Indemnifying Party has exercised its rights under Article 24.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 24.5.3 If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Article 24.3, the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred incurred, unless: (i) : a the employment of counsel by such indemnified Party party has been authorized authorised in writing by the indemnifying Indemnifying Party; (ii) ; or b the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense defence of such action; (iii) ; or c the indemnifying Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonably satisfactory to the indemnified Party Indemnified Party, to assume the defense defence of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) or d the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either either: i. that there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party Indemnifying Party; or ii. that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. : Provided that if Sub‐clauses (e) If paragraph (iib), (iiic) or (ivd) of subparagraph (d) above this Clause 24.5.3 shall be applicable, then the counsel for the indemnified Indemnified Party shall have the right to direct the defense defence of such claim, demand, action, suit or proceeding on behalf of the indemnified Party Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party If any third party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or assert any claim ----------------- against Seller, Buyer or proceeding in respect thereof) in respect of which it is their respective directors, officers, shareholders, partners, members or may be entitled agents, which, if successful, would entitle the latter to indemnification under Section 6.2. Such this Article XV, the latter (the "Indemnified Party") shall give written notice shall be given as soon as reasonably practicable after of such claim to the relevant Party becomes aware of party from whom it intends to seek indemnification (the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b"Indemnifying Party") The indemnified and the Indemnifying Party shall have the rightright to assume the defense of such claim at its expense. If the Indemnifying Party does assume such defense, but not it shall indemnify and hold the obligationIndemnified Party harmless from and against any and all losses, to contest, defend, damages and litigate any claim, action, suit or proceeding liabilities caused by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations settlement or judgment of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2such claim. In addition, the indemnifying Indemnified Party shall be entitled, at its option, have the right to assume and control participate in the defense of such claim, action, suit or proceeding claim at its expense expense, in which case (i) the Indemnifying Party shall cooperate in providing information to and through counsel of its choice if it gives prompt notice of its intention to do so consultation with the Indemnified Party about the claim; and (ii) the Indemnifying Party shall not consent to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party entry of such defense. (c) No Party shall settle judgment or compromise enter into any such claim, action, suit or proceeding settlement without the prior written consent of the other Indemnified Party, which consent unless such judgment or settlement shall not be unreasonably withheld for money damages only, payable by the Indemnifying Party, and shall include as an unconditional term thereof the giving by the claimant or delayed; providedthe plaintiff of a release of the Indemnified Party from all liability with respect thereto, that after agreeing in writing satisfactory to indemnify the Indemnified Party, . If the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall does not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that any such claim, action, suit the Indemnified Party may defend against or proceeding involves or could have a material adverse effect upon settle such claim in such manner and on such terms as it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above in good xxxxx xxxxx appropriate and shall be applicable, then counsel indemnified by the Indemnifying Party for the indemnified amount of any judgment or settlement and for all losses or expenses, including attorneys' fees, incurred by the Indemnified Party shall have the right to direct in connection with the defense or settlement of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) 12.4.1 The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the indemnified Indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 12, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice if choice; provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party Indemnifying Party of such defense. (c) No . The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 12.4.2 If the Indemnifying Party has exercised its rights under Clause 12.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 12.4.3 If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Clause 12 .3, the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred incurred, unless: (i) a. the employment of counsel by such indemnified Party party has been authorized in writing by the indemnifying Indemnifying Party;; or (ii) b. the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense of such action;; or (iii) c. the indemnifying Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonably satisfactory to the indemnified Party Indemnified Party, to assume the defense of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) d. the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either that that: (i) there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that Indemnifying Party; or (ii) such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. : Provided that if sub Sub-clauses (e) If paragraph (iib), (iiic) or (ivd) of subparagraph (d) above this Sub- clause 1 2 .4.3 shall be applicable, then the counsel for the indemnified Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the indemnified Party Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Technology or Patent Rights of a Third Party by reason of the conduct of the Research Program, the Development or Commercialization of any Licensed Product under the Licensed Patent Rights: (a) Each Party shall promptly notify ImmunoGen as the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware owner of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party Licensed Patent Rights shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against defend such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its sole expense; (b) Biotest shall have the right to participate by separate counsel at its own expense in any such action, suit or proceeding; and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party the Parties shall settle or compromise cooperate with each other in all reasonable respects in any such claimaction, suit or proceeding. In the event that any action, suit or proceeding without is Portions of this Exhibit were omitted and have been filed separately with the prior written consent Secretary of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing Commission pursuant to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval Company’s application requesting confidential treatment under Rule 24b-2 of the Indemnified Party. (d) Notwithstanding Securities Exchange Act of 1934. brought against either Party or any Affiliate or sublicensee of either Party alleging the foregoing, infringement of the indemnified Technology or Patent Rights of a Third Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses by reason of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense Research Program, the Development or Commercialization of such action; any Licensed Product under Biotest Patent Rights: (iiia) Biotest as the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to owner of the indemnified Party to assume the defense of such action and Biotest Patent Rights shall have been so notified by the indemnified Party; or (iv) right, but not the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available obligation, to it which are different from or additional to those available to the indemnifying Party or that defend such claim, action, suit or proceeding involves at its sole expense; (b) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or could have a material adverse effect upon it beyond the scope of this Agreement. (e) proceeding. If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf relates to Co-Developed Products in the Co-Development Territory or relates to Joint Patent Rights or [***] Conjugate Patent Rights, both Parties shall equally share the cost and expense of any such action, suit or proceeding and the cost and expense of the indemnified above shall be used to calculate Net Income for that Co-Developed Product. Each Party shall provide the other Party with prompt written notice of the commencement of any such suit, action or proceeding, or of any allegation of infringement of which such Party becomes aware, and shall promptly furnish the reasonable fees and disbursements other Party with a copy of each communication relating to the alleged infringement that is received by such counsel Party. For purposes of clarity, nothing in this Section 10.2.2 shall constitute legal affect the right of ImmunoGen to defend itself in any such action, suit or other expenses hereunderproceeding relating to ImmunoGen Patent Rights. Biotest shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding that involves the use of ImmunoGen Patent Rights without ImmunoGen’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Defense of Claims. (a) Each Should any claim, action or proceeding by or involving a third party arise after the Closing Date for which any party (the "Indemnifying Party") is liable for indemnification under the terms of this Agreement, the other party (the "Indemnified Party") shall notify the Indemnifying Party within a reasonable time after such claim, action or proceeding arises and is known to the Indemnified Party (provided that the failure to give timely notice shall not affect the right to indemnification hereunder except to the extent that the Indemnifying Party is actually damaged or prejudiced by such delay), and if the Indemnifying Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding admit in writing its potential indemnification obligation in respect thereof, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity: (i) to take part in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware any examination of the loss, damage, death or injury (or any claim or proceeding in respect thereof).books and records; (bii) The indemnified to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate or prosecute any claim, action, suit counterclaim or other proceeding by any third party alleged or asserted against such party in with respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such actionthereto; (iii) to take all other required steps or proceedings to settle or defend any such claim, action or proceeding; and (iv) to employ counsel to contest any such claim, action or proceeding in the indemnifying name of the Indemnified Party or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnifying Party. If the Indemnifying Party wishes to assume the defense and/or settlement of any such claim or action, it shall give written notice to the Indemnified Party admitting the possibility of its indemnification obligation in respect thereof and stating that it intends to assume such defense within 15 days after notice from the Indemnified Party of such claim or action (unless the claim or action reasonably requires a response in less than 15 days after notice thereof is given to the Indemnifying Party, in which event it shall notify the Indemnified Party at least five days prior to such reasonably required response date), and the Indemnifying Party shall not in fact have employed independent thereafter assume the defense of such claim or action, through counsel reasonably satisfactory to the indemnified Indemnified Party; provided that the Indemnified Party may participate in any such defense at its own expense. The Indemnified Party shall afford the Indemnifying Party's counsel and other authorized representatives reasonable access during normal business hours to assume all books, records, offices and other facilities and properties of the defense Indemnified Party, and to the personnel of such action the Indemnified Party, and shall have been so notified by otherwise use all reasonable efforts to cooperate with the indemnified Indemnifying Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or and such other expenses hereunder.authorized representatives in connection with

Defense of Claims. (a) Each Subject to any obligation to a Third Party licensor of Technology or Patent Rights to a Party with respect to the subject matter hereof, in the event that any action, suit or proceeding is brought against MILTENYI or VIACELL or any affiliate of either Party alleging the infringement of the intellectual property rights of a third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of Cell Separation Kits or use of MILTENYI, VIACELL or Joint Technology in the discovery, development, manufacture, use sale offer for sale, or importation of Cell Separation Kits, the Parties will cooperate with each other in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement. Neither Party shall promptly notify compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of the other's Technology or Patent Rights without the other Party's advice and prior consent, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on its business. If the defending Party agrees that the other Party should institute or join any suit, action or proceeding, and the Party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in the connection with the prosecution of any loss ofsuch suit, action or proceeding. To the extent that the allegation of infringement is based principally on the use of VIACELL Technology, or damage on the manufacture, use, sale, offer for sale or import of the Cell Separation Kits, and no other MILTENYI products or MILTENYI processes used to propertyproduce other MILTENYI products are accused of infringement, death VIACELL shall have the right to join in any suit, action, proceeding pursuant to this Section alleging the infringement of the intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or injury to person (offer for sale of Cell Separation Kits or any claim use of VIACELL Technology in the discovery, development, manufacture, use, sale, offer for sale, or proceeding in respect thereof) in respect importation of which it is or may be entitled to indemnification under Section 6.2. Such notice Cell Separation Kits and the expenses of defense of the suit shall be given as soon as reasonably practicable after borne by VIACELL. To the relevant Party becomes aware extent that the allegation of infringement is based principally on the use of MILTENYI Technology, or on the manufacture, use, sale, offer for sale or import of the lossCell Separation Kits, damageand no other VIACELL products or VIACELL processes used to produce other VIACELL products are accused of infringement, death MILTENYI shall have the right to join in any suit, action, proceeding pursuant to this Section alleging the infringement of the intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or injury (offer for sale of Cell Separation Kits or any claim use of MILTENYI Technology in the discovery, development, manufacture, use, sale, offer for sale, or proceeding in respect thereof). (b) The indemnified importation of Cell Separation Kits. To the extent that the allegation of infringement is based principally on the use of Joint Technology, or to the extent that the allegation of infringement is not based principally on the use of either MILTENYI Technology or VIACELL Technology, each Party shall have the rightright to join in any suit, but not action, proceeding pursuant to this Section alleging the obligationinfringement of the intellectual property rights of a Third Party by reason of the discovery, to contestdevelopment, defendmanufacture, and litigate any claimuse, sale, importation or offer for sale of Cell Separation Kits or use of Joint Technology in the discovery, development, manufacture, use, sale, offer for sale, or importation of Cell Separation Kits. The Parties shall bear their own expenses in defense of the suit. If as a consequence of such action, suit or proceeding by any third party alleged a Third Party claiming that the discovery, development, manufacture, use, sale, offer for sale, or asserted against such party importation of Cell Separation Kits. The Parties shall bear their own expenses in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations defense of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense suit. If as a consequence of such claim, action, suit or proceeding at its expense by a Third Party claiming that the discovery, development, manufacture, use or sale of a Cell Separation Kit infringes such Third Party's intellectual property rights, the Parties shall examine and through counsel of its choice if it gives prompt notice of its intention to do so to discuss in good faith the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party consequences of such defense. (c) No Party shall settle prohibition or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this agreement and on possible modifications thereto.

Defense of Claims. (a) Each Except as set forth below, if any lawsuit or enforcement action is filed against any CTI Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the estimated amount of the reasonably foreseeable Claims (which estimate shall in no way limit the amount of indemnification under Section 6.2. Such notice the CTI Party is entitled to receive hereunder), shall be given to the Stockholders as soon promptly as reasonably practicable (and in any event within three days, after the relevant Party becomes aware service of the losscitation or summons); provided that the failure of any CTI Party to give timely notice shall not affect is rights to indemnification hereunder except to the extent that the Stockholders demonstrate that the CTI Party's failure to so notify the Stockholders with such ten (10) day period increased the Claims with respect to which the CTI Party is otherwise entitled to indemnification. Upon receipt of such notice, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party the Stockholders shall have the right, but not the obligation, to contestundertake the defense of or, defendwith the consent of the CTI Party (which consent may not be unreasonably withheld), to settle or compromise such claim. If the Stockholders elect to defend any such asserted liability and to assume all obligations contained in Section 6.1 to indemnify the CTI Party, then the Stockholders shall so notice the CTI Party and shall be entitled if they so elect, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of their own choice to handle and defend the same, at the Stockholders' sole cost, risk and expense, and litigate any claimsuch CTI Party shall cooperate in all reasonable respects, actionat the Stockholders' sole cost, suit or proceeding by any third party alleged or asserted against risk and expense, with the Stockholders and such party attorneys in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunderthe investigation trial, and the reasonable costs defense of such lawsuit or action and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderany appeal arising therefrom; provided, provided however, that if the indemnifying CTI Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledmay, at its optionown cost and expense, to assume participate in such investigation, trial and control the defense of such claimlawsuit or action and any appeal arising therefrom. If the Stockholders promptly notify the CTI Party that they intend to defend the claim and to assume all obligations contained in Section 6.1 to indemnify the CTI Party, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No CTI Party shall not pay, settle or compromise any such claim, action, suit or proceeding claim without the prior written Stockholders' consent of the other Party, (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing withheld). If the Stockholders elect not to indemnify defend the Indemnified Claim of the CTI Party, The CTI Party may, but shall not be obligated to, undertake the Indemnifying Party defense of or, with the consent of Stockholder (which consent may not be unreasonably withheld), settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, actionon behalf, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have account, and at the right to direct the defense of such claimrisk, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderStockholders.

Defense of Claims. (a) Each Party If any legal proceeding shall promptly notify the other Party of any loss ofbe instituted, or damage any demand or claim shall be made, against any party entitled to propertyindemnification hereunder, death such indemnified party shall give prompt written notice thereof to the indemnifying party and, except as otherwise provided in this Section 10.2, the indemnifying party shall have the right to defend any litigation, action, suit, demand, or injury to person (claim for which indemnification may be sought unless the indemnified party conclusively determines that such litigation, action, suit, demand or any claim claim, or proceeding the resolution thereof, could have an ongoing material adverse effect on the business of the indemnified party, in respect thereof) in respect of which it is or may case, the indemnified party shall be entitled to indemnification under Section 6.2defend any such litigation. Such notice If the indemnifying party defends the litigation, action, suit, demand or claim, the indemnified party shall extend reasonable cooperation in connection with such defense, which shall be given as soon as at the indemnifying party's sole expense. If the indemnifying party fails to defend the same within a reasonable length of time, the indemnified party shall be entitled to assume the defense thereof, and the indemnifying party shall be liable to repay the indemnified party for all expenses reasonably practicable after incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the relevant Party becomes aware indemnifying party shall not have the right to assume the defense of any litigation, action, suit, demand, or claim in accordance with either of the losstwo preceding sentences, damage, death or injury (or any claim or proceeding in respect thereof). (b) The the indemnified Party parties shall have the right, but not absolute right to control the obligation, to contest, defend, and litigate any claimdefense of such litigation, action, suit suit, demand, or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderclaim; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claimlitigation, action, suit suit, demand, or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party claim shall settle not be compromised or compromise any such claim, action, suit or proceeding settled without the prior written consent of the other Partyindemnifying party, which consent shall not be unreasonably withheld withheld. In the event the indemnified party assumes the defense of any such litigation, action, suit, demand, or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoingclaim, the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by keep the indemnifying Party; (ii) the indemnified Party shall have party reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct informed of the progress of any such defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from including any proposed compromise or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementsettlement). (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify If any Indemnitee receives notice of the other Party assertion of any loss of, or damage to property, death or injury to person (or any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party prompt written notice thereof, but in respect thereofany event not later than twenty (20) in respect days after the Indemnitee's receipt of which it is or may be entitled to indemnification under Section 6.2notice of such Third Party Claim. Such notice shall be given as soon as reasonably practicable after describe the relevant Party becomes aware nature of the lossThird Party Claim in reasonable detail (including a copy of the Third Party Claim if made in writing) and will indicate the estimated amount, damageif practicable, death of the Indemnifiable Loss that has been or injury may be sustained by the Indemnitee. The Indemnifying Party will have the right, by giving written notice to the Indemnitee as provided below, to elect to assume the defense of any Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, by all appropriate proceedings, which proceedings will be diligently prosecuted, and the Indemnitee will upon request of an Indemnifying Party cooperate in good faith in such defense at the Indemnifying Party's expense. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party is hereby authorized (but not obligated), at the expense of the Indemnified Party, to file any motion, answer or other pleading and to take any claim other action which the Indemnified Party deems necessary or proceeding appropriate to protect the Indemnified Party's interests, provided that such action is not prejudicial to the Indemnifying Party's defense in any material respect. Notwithstanding the assumption of defense by the Indemnifying Party, the Indemnitee may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity with respect thereof)to such Third Party Claim. (b) The indemnified Indemnifying Party shall will have a period of fifteen (15) days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claim within which to notify the Indemnitee in writing that (i) the Indemnifying Party disputes liability to the Indemnitee hereunder with respect to the Third Party Claim and, if so, the basis for the dispute, and (ii) if the Indemnifying Party does not dispute liability, whether or not the Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 9.2(a). If the Indemnifying Party has assumed the defense, it will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. Without the prior written consent of the Indemnitee in its sole discretion, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee does not simultaneously receive full indemnification or which would fail to result in the Indemnitee receiving a release of the Indemnitee reasonably satisfactory to it. If the Indemnifying Party fails to assume the defense, assumes the defense but fails to diligently prosecute it, or fails to give any notice when required hereunder, then the Indemnitee will have the rightright to defend against such Third Party Claim, at the sole cost and expense of the Indemnifying Party, and, if requested by the Indemnitee, the Indemnifying Party will at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnitee and its counsel in such defense. If the Indemnifying Party disputes its liability for any portion of such Third Party Claim, the Indemnitee will be free to seek enforcement of its rights, if any, to indemnification under this Agreement. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the indemnification notice period, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) days after the obligation, to contest, defendIndemnitee becomes aware of such Direct Claim, and litigate the Indemnifying Party will have a period of thirty (30) days within which to respond to such Direct Claim, specifying the portion of the Direct Claim that is disputed and the basis for such position. If Indemnifying Party does not respond within such thirty (30) day period the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party responds within such thirty (30) day period, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim, if any, on demand. If the Indemnifying Party rejects any portion of such claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement. (d) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, actionrecovery, suit settlement or proceeding payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderIndemnifiable Loss to which the indemnity payment relates; provided, however, that if (i) the indemnifying Indemnifying Party acknowledges will then be in writing compliance with its obligations to indemnify the indemnified Party under this Agreement in respect of loss such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the full Indemnitee's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 9.2(d) shall be construed to require any party hereto to obtain or maintain any insurance coverage. The rights contained herein shall not be duplicative of any reductions effected pursuant to Section 9.1(c) hereof. (e) Subject to clauses (X) and (1) of the provisos to Section 9.1(a) and clause (X) of the proviso to Section 9.1(b) hereof, a failure to give timely notice as provided in this Section 9.2 will not affect the rights or obligations of any party hereunder except if, and only to the extent provided by Section 6.2that, as a result of such failure, the indemnifying Party party which was entitled to receive such notice was actually prejudiced as a result of such failure. (f) During the three-year period following the Closing Date, if the Buyer acquires Knowledge of an event, condition or circumstance described in Sections 2.3(a)(v), 2.4(v) or 2.4(vi) of this Agreement, including, without limitation, any event, act, omission, loss, circumstance, injury, damage, Release or occurrence (an "Environmental Condition"), the Buyer shall be entitledgive prompt written notice to BHE of such Environmental Condition regardless of whether it is a matter for which Buyer is indemnified by Sellers under this Agreement (provided that subsection (e) of this Section shall apply to such notice). Excluded from this notice requirement are Environmental Conditions existing as of the date of this Agreement that have been disclosed to the Buyer by the Sellers. Such notice shall describe the Environmental Condition in reasonable detail and include a copy of any written documentation in Buyer's (or its agents') possession regarding the Environmental Condition. Until Sellers shall no longer have any indemnification obligations with respect to Seller Indemnified Environmental Losses under Section 9.1(a) hereof, if either (i) the notice states that such Environmental Condition is a matter with respect to which Buyer or any member of the Buyer Group is seeking or may seek indemnification from Sellers hereunder, or (ii) BHE otherwise reasonably concludes that the existence of or the potential remediation of such Environmental Condition could result in a Seller Indemnified Environmental Loss, then, in addition to the rights set forth elsewhere in this Section 9.2, BHE shall have the right, at its optionsole cost and expense, to assume conduct and control any investigation and/or remediation ("Remediation") relating to or arising out of the defense Environmental Condition. If Sellers conduct the Remediation, (1) Buyer shall have the right to participate in the planning and design of any such claimRemediation and the right to participate in any meetings with, actionhearings before or other sessions with any governmental body regarding the Remediation; (2) Sellers will coordinate the schedule of the Remediation with Buyer so that disruptions of operation of the affected facilities will be minimized; (3) Buyer will cooperate with Sellers to enable them to conduct the Remediation in a reasonably timely manner, suit or proceeding at its expense including without limitation affording Sellers and through counsel of its choice if it gives prompt notice of its intention to do so their agents reasonable access to the indemnified Party and reimburses property to be remediated, provided that such cooperation need not include the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party payment of such defense.money or any other financial accommodation; (c4) No Party in case clause (ii) of this subsection (f) is applicable, Sellers will obtain the prior written approval of the Buyer, which consent will not be withheld unreasonably, for any consultant or contract or retained by Sellers to design or implement the Remediation; (5) Sellers will conduct the Remediation in compliance with all applicable Environmental Laws; (6) Sellers will use their reasonable efforts to complete such Remediation in a timely and professional manner; (7) in case clause (ii) of this subsection (f) is applicable, Sellers will not agree to or select any Remediation plan without the consent of Buyer to such plan, which shall settle not be withheld unreasonably or compromise delayed; (8) Sellers will not agree to or select any such claimRemediation plan that imposes any additional obligations on Buyer, actionincluding the obligation to sign manifests or obtain permits, suit or proceeding without the prior written consent of the other PartyBuyer. If Buyer agrees in writing to a Remediation that imposes additional obligations on Buyer, and Sellers then fail, in the reasonable opinion of Buyer after notice from Buyer, to implement the Remediation in a manner which consent will complete the Remediation in a reasonably timely manner and in accordance with Environmental Laws, the Buyer may give written notice of such failure to the Sellers and, if after giving such notice, Sellers shall not have addressed Buyer's concerns in a satisfactory manner within thirty (30) days, Buyer may assume control of the Remediation and implement and complete such Remediation at the expense of the Sellers (subject to the ultimate determination under this Article IX of responsibility for such expenses). Sellers shall provide the Buyer copies of any study, plan or report associated with the Remediation at least thirty (30) days before it is submitted to any governmental body and shall provide Buyer copies of all reports, plans and correspondence submitted to a governmental body. In addition, Sellers shall provide Buyer seven days' notice (or shall provide Buyer notice as soon as practical if seven days' notice is not practical) of any meetings with, hearings before or other sessions with any governmental body with respect to the Remediation; and (9) Sellers shall be unreasonably withheld responsible for any violation or delayedalleged violation of Environmental Law, and any loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused), by (i) negligent acts or omissions by the Sellers in connection with Remediation conducted by Sellers at any of the Purchased Assets; (ii) acts or omissions by the Sellers at any of the Purchased Assets in connection with Remediation conducted by Sellers which cause a condition not in violation of Environmental Law or not in need of remediation under Environmental Law to be in violation of Environmental Law or in need of remediation under Environmental Law (including, without limitation, the Release or destabilization of Hazardous Substances which are in a stable or contained state and are in compliance with all applicable Environmental Laws) in connection with Remediation conducted by Sellers; or (iii) negligent acts or omissions by the Sellers in connection with Remediation conducted by Sellers at any of the Purchased Assets that exacerbate or aggravate any condition in violation of Environmental Law or in need of remediation under Environmental Law, to the extent of any such negligent exacerbation or aggravation; provided, that after agreeing the mere discovery or failure to discover in writing connection with Remediation conducted by Sellers by the Sellers of a violation of Environmental Law or a condition in need of remediation under Environmental Law shall not in and of itself subject Sellers to indemnify liability under this subsection (9). Buyer acknowledges that BHE has requested that the Indemnified PartyMDEP review the Milford Project pursuant to the Voluntary Response Action Program ("VRAP"), the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. 38 M.R.S.A. (d) Notwithstanding the foregoing, the indemnified Party S)343-E and agrees that BHE shall have the right to employ its own counsel continue to prosecute such VRAP application after the Closing. BHE agrees to indemnify and such counsel hold harmless Buyer from any costs, expenses or liabilities which may participate in such action, but arise from the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct completion of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this AgreementVRAP process. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.25.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the such loss, damage, death or injury (or any claim or proceeding in respect thereof).; (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; hereunder provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.25.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Neither Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Lease Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify Subject to any obligation to a third party licensor of Technology or Patent Rights to a party with respect to the subject matter hereof and unless otherwise provided in any Transaction, in the event that any action, suit or proceeding is brought against AGT or GENOVO or any Affiliate, licensee or sublicensee of either party alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Product, Dimerizer Drug or Apoptosis Dimerizer in the Field or use of GENOVO, AGT or Joint Technology in the discovery, development, manufacture, use, sale, offer for sale, or importation of a Product, Dimerizer Drug or Apoptosis Dimerizer in the Field, the parties will cooperate with each other Party in the defense of any loss ofsuch suit, action or damage to propertyproceeding. Notwithstanding the foregoing, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party each party shall have the rightoption to assume control of the defense of any action, but suit or proceeding which principally relates to the use of such party's own Technology. The parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. Neither party shall compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of the other's Technology or Patent Rights without the other party's advice and prior consent, provided that the party not defending the obligationsuit shall not unreasonably withhold its consent to any 47 49 settlement which does not have a material adverse effect on its business. If the defending party agrees that the other party should institute or join any suit, action or proceeding pursuant to contestthis Section, defendthe defending party may at its expense, join the other party as a party to the suit, action or proceeding, and litigate any claimthe party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding. To the extent that the allegation of infringement is based principally on the use of AGT Technology, the expenses of defense of the suit shall be borne by AGT. To the extent that the allegation of infringement is based principally on the use of GENOVO Technology, the expenses of the suit shall be borne by GENOVO. To the extent that the allegation of infringement is based principally on the use of Joint Technology, or to the extent that the allegation of infringement is not based principally on the use of either GENOVO Technology or AGT Technology, such expenses shall be borne equally by the parties, and shall be charged by the party incurring such expenses to its Commercialization Reimbursement Account. If as a consequence of such action, suit or proceeding by any a third party alleged claiming that the discovery, development, manufacture, use or asserted against sale of a Product infringes such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2third party's intellectual property rights, the indemnifying Party parties shall be entitled, at its option, to assume examine and control discuss in good faith the defense consequences of such claim, action, suit prohibition or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this agreement and on possible modifications thereto.

Defense of Claims. Within thirty (a30) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable Days after the relevant Indemnifying Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Partyreceives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may settle defend against, or compromise enter into any claim settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim without the Indemnifying Party’s prior approval written consent. In all instances the Indemnified Party may employ separate counsel and participate in defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (aand in any event within fifteen (15) Each Party shall promptly notify days after the other Party service of the citation or summons); provided that the failure of any loss ofindemnified party to give timely notice shall not affect the right to indemnification hereunder except to the extent that the indemnifying party demonstrates actual prejudice caused by such failure. After such notice, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may the indemnifying party shall be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware take control of the lossdefense and investigation of such lawsuit or action and any appeal arising therefrom and shall pay any resulting judgment or settlement, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, all at its sole cost and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderexpense; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty, at its optionown cost, to assume may participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to any appeal arising therefrom without affecting the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by indemnifying party's obligations hereunder. If the indemnifying party of fails to provide a defense to such defense. (c) No Party shall settle suit or compromise any such claim, action, suit the indemnified party may defend itself and compromise or proceeding settle the lawsuit or action on any commercially reasonable basis, at the full risk and expense of the indemnifying party. Notwithstanding the foregoing, (i) the indemnifying party shall not settle any lawsuit or action without the prior written consent of the other Partyindemnified party, which consent shall not be unreasonably withheld or delayed; providedunreasonably, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there party may be a conflict at any time assume control of interest between the indemnifying Party and such lawsuit or action if (A) such lawsuit or action involves equitable relief against the indemnified Party in party, or (B) such lawsuit or action involves an Employee. If the conduct of indemnified party assumes the defense of such action; (iii) lawsuit or action as provided above, the indemnified party shall not settle such lawsuit or action without the prior written consent of the indemnifying Party party, which shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementwithheld unreasonably. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, lawsuit or damage to property, death or injury to person (or enforcement action is filed ------------------- against any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given to Rick's as soon promptly as reasonably practicable after (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken); provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to such indemnified party that this Agreement applies with respect to such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the any appeal arising therefrom. The indemnifying party of such defense. (c) No Party shall settle or compromise any such claimnot, action, suit or proceeding without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify proceeding only involves a remedy for the Indemnified Party, payment of money by the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel indemnifying party and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense includes an unconditional release of such indemnified Party, when and as incurred unless: (i) party from all liability on claims that are the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense subject matter of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. The Buyer or Seller Party that seeks indemnification (aan “Indemnified Party”) Each Party shall promptly notify the other party (the “Indemnifying Party”) of any actual or potential claim (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any loss of, liability or damage obligation under this Agreement except to property, death or injury to person (or any claim or proceeding in respect thereofthe extent the Indemnifying Party has suffered actual prejudice) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after and the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnifying Party shall have assume the right, but not defense thereof (with counsel selected by the obligation, to contest, defend, Indemnifying Party and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject reasonably satisfactory to the indemnification obligations of the indemnifying Party hereunder; providedIndemnified Party). Provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the an Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ retain its own counsel and such counsel may participate in such actionthe defense thereof, but at its own cost. If the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory fail to the indemnified Party to timely assume the defense of such action and shall have been so notified by reasonably defend the indemnified Indemnified Party; or (iv) , the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Indemnified Party shall have the right to direct the defense retain or assume control of such claim, action, suit or proceeding defense and the Indemnifying Party shall pay (as incurred and on behalf of the indemnified Party and demand) the reasonable fees and disbursements expenses of counsel retained by the Indemnified Party and all other commercially reasonable expenses of investigation and litigation. The Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Claim. The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such counsel Claim, the Indemnifying Party shall constitute have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless: (a) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action. Regardless of who controls the defense, the other party hereto shall reasonably cooperate in the defense as may be requested. Without limitation, the party hereto which is not the Indemnifying Party and (if different) the Indemnified Party, and their respective directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal or other expenses hereunderrepresentatives in the investigation and defense of any Claim.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss ofIn fulfilling its obligations under this Section 7.3, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Indemnifying Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified has provided each Indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt with a written notice of its intention agreement to do so to the indemnified indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Indemnifying Party, the Indemnifying Party may shall have the right to investigate, defend, settle or compromise otherwise handle, with the aforesaid cooperation, any claim without claim, suit, action or proceeding, brought by a third party in such manner as the prior approval Indemnifying Party may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion), and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party. (d) Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the foregoingIndemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the indemnified Indemnified Party shall have the right to employ its own separate counsel and such counsel may to participate in such action, but the fees and expenses defense or investigation of such counsel claim, action or proceeding, which participation shall be at the expense of such indemnified the Indemnifying Party, when and as incurred unless: if (ia) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Indemnified Party to assume represent the defense Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action and shall have been so notified by or proceeding, (c) if the indemnified Party; or (iv) the indemnified Indemnifying Party shall have reasonably concluded and specifically notified authorize the indemnifying Indemnified Party either that there may be specific defenses available to it which are different from employ separate counsel at the Indemnifying Party's expense, or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above such action shall be applicable, then counsel for seek relief other than monetary damages against the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderIndemnified Party.

Defense of Claims. (a) Each Should any claim, action or proceeding by or involving a third party arise after the Closing Date for which Seller or Buyer is liable under the terms of this Agreement, the party which is entitled to be indemnified with respect to such claim (the "Indemnified Party") shall notify the party who is liable therefor under the terms hereof (the "Indemnifying Party") within a reasonable time after such claim, action or proceeding arises and is known to the Indemnified Party, and if the Indemnifying Party shall promptly notify admit in writing its indemnification obligation in respect thereof, the Indemnified Party shall give the Indemnifying Party a reasonable opportunity: (i) to take part in any examination of the relevant books and records of the Indemnified Party; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party or prosecute any claim, action, counterclaim or other proceeding with respect thereto; (iii) to take all other required steps or proceedings to settle or defend any such claim, action or proceeding; and (iv) to employ counsel reasonably acceptable to the Indemnified Party of to contest any loss ofsuch claim, or damage to property, death or injury to person (or any claim action or proceeding in the name of the Indemnified Party, or otherwise. The expenses of all proceedings, contests or lawsuits with respect thereof) to such claims or actions shall be borne by the Indemnifying Party. If the Indemnifying Party wishes to assume the defense of any such claim or action, it shall give written notice to the Indemnified Party admitting its indemnification obligation in respect thereof and stating that it intends to assume such defense within 15 days after notice from the Indemnified Party of which it is such claim or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as action (unless the claim or action reasonably practicable requires a response in less than 15 days after the relevant notice is given to the Indemnifying Party, in which event it shall notify the Indemnified Party becomes aware at least five days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of the loss, damage, death or injury (or any such claim or proceeding liability, through counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party may participate in respect thereof). (b) The indemnified such defense at its own expense but, in any event, the Indemnifying Party shall have the right, but not the obligationas long as it is actively defending any claim or action, to contestcontrol such defense. The Indemnified Party shall afford the Indemnifying Party's counsel and other authorized representatives reasonable access during normal business hours to all relevant books, records, offices and other facilities and properties of the Indemnified Party, and to the personnel of the Indemnified Party, and shall otherwise use all reasonable efforts to cooperate with the Indemnifying Party, such counsel and such other authorized representatives in connection with the exercise of the rights of the Indemnifying Party pursuant to this Section 8.07. (b) If the Indemnifying Party shall not assume the defense of, or if after so assuming it shall fail to actively defend, and litigate any claim, such claim or action, suit the Indemnified Party may defend against any such claim or proceeding by any third party alleged or asserted against action in such party in respect of, resulting from related to or arising out of any matter for which manner as it is entitled to be indemnified hereundermay deem appropriate, and the reasonable costs Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate, and expenses thereof the Indemnifying Party promptly shall be subject to reimburse the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs amount of such settlement and expenses for all expenses, legal and otherwise, reasonably and necessarily incurred by the indemnified Indemnified Party prior in connection with the defense against and settlement of such claim or action. If no settlement of such claim or litigation is made, the Indemnifying Party shall satisfy any judgment rendered with respect to such claim or in such action, before the assumption Indemnified Party is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the indemnifying party of Indemnified Party in the defense against such defenseclaim or litigation. (c) No If a judgment is rendered against the Indemnified Party shall settle in any action covered by the indemnification provisions hereof, or compromise any such claim, action, suit or proceeding without the prior written consent lien attaches to any of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify assets of the Indemnified Party, the Indemnifying Party may settle immediately upon such entry or compromise any claim without attachment shall pay such judgment in full or discharge such lien unless, at the prior approval Indemnifying Party's expense and direction, an appeal is taken under which the execution of the Indemnified Party. (d) Notwithstanding judgment or satisfaction of the foregoing, the indemnified Party shall have the right to employ its own counsel lien is stayed. If and such counsel may participate when a final judgment is rendered in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between forthwith pay such judgment or discharge such lien before the indemnifying Indemnified Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory is compelled to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementdo so. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party In connection with any claim brought by a person who is not a party hereto which may give rise to Damages, the Indemnitee shall promptly notify the other Indemnifying Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after writing and the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnifying Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through including the employment of counsel of its choice if it gives prompt notice of its intention to do so reasonably satisfactory to the indemnified Party Indemnitee and reimburses the indemnified Party for the reasonable costs payment of all fees and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claimcounsel, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party as incurred. Any Indemnitee shall have the right to employ its own separate counsel in any such action and such counsel may participate in such actionthe defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the Indemnitee unless the employment of such counsel by such indemnified Party has shall have been specifically authorized in writing by the indemnifying Indemnifying Party; (ii) . In any event, the indemnified Indemnifying Party shall have reasonably concluded that there may not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be a conflict liable for the fees and expenses of interest between more than one separate firm of attorneys (in addition to any local counsel). Each Indemnitee shall, and shall cause each of its affiliates, officers, employees, consultants and agents to, cooperate fully with the indemnifying Party and the indemnified Indemnifying Party in the conduct defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this SECTION 8.5. No Indemnifying Party shall, without the prior written consent of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory Indemnitee, effect any settlement or compromise of, or consent to the indemnified Party to assume entry of judgment with respect to, any pending or threatened action in respect of which the defense Indemnitee is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the Indemnitee, unless such settlement, compromise or judgment (1) includes an unconditional release of the Indemnitee from all liability on claims that are the subject matter of such action and shall have been so notified (2) does not include a statement as to or an admission of fault, culpability or a failure to act, by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderIndemnitee.

Defense of Claims. (a) Each Subject to any obligation to a Third Party licensor of Technology or Patent Rights to a Party with respect to the subject matter hereof, in the event that any action, suit or proceeding is brought against MILTENYI or VIACELL or any Affiliate of either Party alleging the infringement of the intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of Cell Separation Kits or use of MILTENYI, VIACELL or Joint Technology in the discovery, development, manufacture, use, sale, offer for sale, or importation of Cell Separation Kits, the Parties will cooperate with each other in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement. Neither Party shall promptly notify compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of the other's Technology or Patent Rights without the other Party's advice and prior consent, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on its business. If the defending Party agrees that the other Party should institute or join any suit, action or proceeding pursuant to this Section, the other Party may at its expense, join the defending Party as a party to the suit, action or proceeding, and the Party so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of any loss ofsuch suit, action or proceeding. To the extent that the allegation of infringement is based principally on the use of VIACELL Technology, or damage on the manufacture, use, sale, offer for sale or import of Cell Separation Kits, and no other MILTENYI products or MILTENYI processes used to propertyproduce other MILTENYI products are accused of infringement, death VIACELL shall have the right to join in any suit, action, proceeding pursuant to this Section alleging the infringement of the intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or injury to person (offer for sale of Cell Separation Kits or any claim use of VIACELL Technology in the discovery, development, manufacture, use, sale, offer for sale, or proceeding in respect thereof) in respect importation of which it is or may be entitled to indemnification under Section 6.2. Such notice Cell Separation Kits and the expenses of defense of the suit shall be given as soon as reasonably practicable after borne by VIACELL. To the relevant Party becomes aware extent that the allegation of infringement is based principally on the use of MILTENYI Technology, or on the manufacture, use, sale, offer for sale or import of the lossCell Separation Kits, damageand no other VIACELL products or VIACELL processes used to produce other VIACELL products are accused of infringement, death MILTENYI shall have the right to join in any suit, action, proceeding pursuant to this Section alleging the infringement of the intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or injury (offer for sale of Cell Separation Kits or any claim use of MILTENYI Technology in the discovery, development, manufacture, use, sale, offer for sale, or proceeding in respect thereof). (b) The indemnified importation of Cell Separation Kits. To the extent that the allegation of infringement is based principally on the use of Joint Technology, or to the extent that the allegation of infringement is not based principally on the use of either MILTENYI Technology or VIACELL Technology, each Party shall have the rightright to join in any suit, but not action, proceeding pursuant to this Section alleging the obligationinfringement of the intellectual property rights of a Third Party by reason of the discovery, to contestdevelopment, defendmanufacture, and litigate any claimuse, sale, importation or offer for sale of Cell Separation Kits or use of Joint Technology in the discovery, development, manufacture, use, sale, offer for sale, or importation of Cell Separation Kits. The Parties shall bear their own expenses in defense of the suit. If as a consequence of such action, suit or proceeding by any third party alleged a Third Party claiming that the discovery, development, manufacture, use or asserted against sale of a Cell Separation Kit infringes such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2Third Party's intellectual property rights, the indemnifying Party Parties shall be entitled, at its option, to assume examine and control discuss in good faith the defense consequences of such claim, action, suit prohibition or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal restriction or other expenses hereunderconditions on this agreement and on possible modification thereto.

Defense of Claims. (aA) Each Contractor shall, at its sole cost and expense, be responsible for Defense Costs relative to Claims which may be brought against it or against Indemnitees for Claims for which Contractor wholly releases and/or indemnifies Indemnitees. Contractor shall accept and initiate such defense within thirty (30) days of written request by Company. (B) Company shall, at its sole cost and expense, be responsible for Defense Costs relative to Claims which may be brought against it or Contractor Group for Claims for which Company wholly releases and/or indemnifies Contractor Group. Company shall accept and initiate such defense within thirty (30) days of written request by Contractor. (C) In instances where a Party’s liability is limited or a Party’s release, defense and indemnity obligations are limited to a certain amount, the following provisions shall govern: (1) The Party shall promptly notify having the initial monetary exposure for any settlement or judgment (“Primary Party”) shall, at its sole cost and expense, be responsible for Defense Costs relative to Claims brought against it and the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2“Secondary Party”). Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Secondary Party shall have the right to employ approve the defense counsel chosen by the Primary Party, such approval not to be unreasonably withheld. (2) The Primary Party may settle a Claim for an amount within its own counsel and indemnity obligation without first obtaining consent from the Secondary Party. The Primary Party may not settle a Claim for an amount which would obligate the Secondary Party to pay any monetary amount without prior written consent of the Secondary Party to such counsel may participate in such action, but the fees and expenses of such counsel settlement. (3) Defense Costs shall be at borne by the expense of Parties in proportion to their respective obligation to contribute to any settlement or judgment related to the underlying Claim. The Primary Party shall bear all Defense Costs until such indemnified time as a settlement is finalized or judgment is rendered, with the reconciliation between the Parties being conducted thereafter. (4) Notwithstanding any other provision herein, any Party, when at its sole cost and as incurred unlessexpense, may be represented or defended by separately retained counsel if it so desires upon the inception of a Claim. (D) Subject to the provisions of Section 14.16(C), Contractor shall promptly pay: (i1) the employment of counsel To any Indemnitee all Defense Costs incurred by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of Indemnitee resulting directly from any Claim for which Contractor is obligated to release, defend and/or indemnify such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this AgreementIndemnitee. (e2) If paragraph Exclusive of Defense Costs incurred in connection with arbitration under Section 21.2, Indemnitees’ Defense Costs incurred in enforcing the provisions of this Contract, or in any legal action in which Company or any Indemnitee prevails, in whole or in part, against Contractor based on the breach of this Contract or to enforce an arbitration award. (iiE) Subject to the provisions of Section 14.16(C), Company shall promptly pay: (iii1) or (iv) To a member of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of Contractor Group all Defense Costs incurred by such claim, action, suit or proceeding on behalf member of the indemnified Party and Contractor Group resulting directly from any Claim for which Company is obligated to release, defend and/or indemnify Contractor Group. (2) Exclusive of Defense Costs incurred in connection with arbitration under Section 21.2, a member of Contractor Group’s Defense Costs incurred in enforcing the reasonable provisions of this Contract, or in any legal action in which the member of Contractor Group prevails, in whole or in part, against Company based on the breach of this Contract or to enforce an arbitration award. (F) As used in this Section 14.16, “Defense Costs” includes but is not limited to, attorneys’ fees, court costs, expert fees and disbursements mediation and arbitration expenses. Defense Costs as used herein do not include costs of such counsel shall constitute legal or other expenses hereundermediation and arbitration incurred by the Parties under Section 21.2.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) 32.4.1 The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the indemnified Indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 32, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice if choice; provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party Indemnifying Party of such defense. (c) No . The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 32.4.2 If the Indemnifying Party has exercised its rights under Clause 32.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 32.4.3 If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Clause 32.3, the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred incurred, unless: (ia) the employment of counsel by such indemnified Party party has been authorized in writing by the indemnifying Indemnifying Party;; or (iib) the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense of such action;; or (iiic) the indemnifying Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonably satisfactory to the indemnified Party Indemnified Party, to assume the defense of such action and shall have been so notified by the indemnified Indemnified Party; or (ivd) the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either either: (i) that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. : Provided that if Sub-clauses (e) If paragraph (iib), (iiic) or (ivd) of subparagraph (d) above this Clause 32.4.3 shall be applicable, then the counsel for the indemnified Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the indemnified Party Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each The indemnified Party shall promptly notify the other Party be obliged to provide prompt notice of any loss ofclaim action, or damage to property, death or injury to person (or any claim suit or proceeding to the indemnifying Party in respect thereof) in respect order to, and take all reasonable actions necessary to, preserve the indemnifying Party’s rights, claims and defenses to any claim, action, suit or proceeding. After having delivered prompt notice of which it is any claim, action, suit or may be entitled proceeding to indemnification under Section 6.2. Such notice shall be given as soon as the indemnifying Party and having acted reasonably practicable after the relevant Party becomes aware to preserve any rights, claims or defenses of the lossindemnifying Party, damage, death or injury (or any claim or proceeding in respect thereof). (b) The the indemnified Party shall have the right, but not the obligation, to further contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2Article 14.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party Party of such defense. (c) No . Neither the indemnified Party nor the indemnifying Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) . Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementincurred. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If a claim for Damages (aa "Claim") Each Party is to be made by an Indemnitee, such Indemnitee shall promptly notify give written notice (a "Claim Notice") to the other Party indemnifying party as soon as practicable after such Indemnitee becomes aware of any loss offact, condition or damage event which may give rise to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of Damages for which it is or indemnification may be entitled to indemnification sought under this Section 6.25. Such If any lawsuit or enforcement action is filed against any Indemnitee hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as soon promptly as reasonably practicable (and in any event within fifteen (15) calendar days after the relevant Party becomes aware service of the loss, damage, death citation or injury (or any claim or proceeding in respect thereofsummons). (b) . The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out failure of any matter for which it is entitled indemnified party to be indemnified give timely notice hereunder shall not affect rights to indemnification hereunder, and the reasonable costs and expenses thereof shall be subject except to the indemnification obligations of extent that the indemnifying party demonstrates actual damage caused by such failure. After receipt of a Third Party hereunder; providedNotice, however, that if the indemnifying Party acknowledges party shall acknowledge in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, party that the indemnifying Party party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, at its optionif it so elects, (i) to assume and take control of the defense and investigation of such claim, lawsuit or action, suit (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's costs, risk and expense unless the named parties to such action or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by include both the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, and the indemnified Party shall have party and the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party party has been authorized advised in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded counsel that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific one or more legal defenses available to it which such indemnified party that are different from or additional to those available to the indemnifying Party party, and (iii) to compromise or that settle such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.which

Defense of Claims. (a) Each The indemnifying Party shall promptly notify be entitled, at its option and expense and with counsel of its selection, to assume and control the other defense of such claim, action, suit or proceeding at its expense, subject to the prior approval of the indemnified Party; provided, however, it gives prompt notice of its intention to do so to the indemnified Party, and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to assumption by the indemnifying Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof)such defense. (b) The Unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the defense of a claim, suit, action or proceeding in accordance with Section 11.4(a), the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party party, alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses expense thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if . (c) Upon assumption by the indemnifying Party acknowledges in writing its obligations to indemnify of the indemnified Party in respect control of loss to the full extent provided by Section 6.2defense of a claim, suit, action or proceeding, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses reimburse the indemnified Party for the reasonable costs and expenses incurred by of the indemnified Party in the defense of the claim, suit, action or proceeding prior to the indemnifying Party’s acknowledgment of the indemnification and assumption by of the indemnifying party of such defense. (cd) No Neither Party shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party: provided, which consent shall not be unreasonably withheld or delayed; providedhowever, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. (de) Notwithstanding Following acknowledgment of the foregoingindemnification and assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; , (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; , (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or , or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which that are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) . If paragraph clause (ii), (iii) or (iv) of subparagraph (d) above the preceding sentence shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderhereunder and be paid by the indemnifying Party.

Defense of Claims. The Party responding to or responsible for an indemnification given pursuant to this Article 11 (athe "Indemnifying Party") Each Party shall promptly notify have sole charge and direction of the other Party defense of any loss of, or damage to property, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the based on any claim, demand, loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, cause of action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter on liability for which the indemnifying Party is responsible under any such Section. The Party asserting that it is entitled to be indemnified hereunder, and indemnification pursuant to this Article 11 (the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the "Indemnified Party, ") shall give the Indemnifying Party such assistance as the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoingreasonably require in such defense, the indemnified Party and shall have the right to employ be represented in such defense by counsel of its own counsel and choice at its own expense. If the Indemnifying Party fails to defend diligently such counsel may participate suit or proceeding, the Indemnified Party may, in its reasonable discretion, either defend such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond settle the scope claim which is the basis thereof, without the consent of this Agreement. the Indemnifying Party, without relieving the Indemnifying Party of its obligation under Sections 11.1, 11.2, or 11.3 and in either case the Indemnifying Party shall reimburse the Indemnified Party for its expenses, court costs and reasonable attorneys' fees. If any claim described in Section 11.3 is held to constitute an infringement of any patent or other proprietary rights and use of any equipment or process included in the Work is enjoined, the Contractor shall at its own expense and at Contractor's option (ea) If paragraph (ii)procure for Owner the right to continue to use the infringing equipment or process, (iiib) replace such equipment or process with non-infringing equipment or process of equal utility and efficiency, or (c) modify such equipment or process so that it becomes non-infringing without affecting its utility or efficiency; provided that Contractor may only elect the action described in clause (b) or (ivc) if Contractor and Owner agree upon a schedule for such action which will allow Contractor to complete such action within a reasonable period of subparagraph (d) above shall be applicable, then counsel for time without unreasonably interfering with the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf operation of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunderFacility.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.23.5.1. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, hereunder and the their reasonable costs and expenses thereof shall be subject to indemnified/paid by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the person indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 3.4, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice if provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior unless the Indemnifying Party provides such security to the assumption Indemnified Party as shall be reasonably required by the indemnifying party of such defenseIndemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. (c) No 3.5.2. If the Indemnifying Party has exercised its rights under Article 3.4.1, the Indemnified Party shall not be entitled to settle or compromise any such claim, action, action suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably unreasonable withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 3.5.3. If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Article 3.4.1 then the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may can participate in such action, but the fees cost and expenses of such counsel shall be at the expense of such indemnified Indemnified Party, when and as incurred incurred, unless: (i) the i. The employment of counsel by such indemnified Party party has been authorized in writing by the indemnifying Indemnifying Party;; or (ii) the indemnified . The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense defence of such action;; or (iii) the indemnifying . The Indemnifying Party shall not in fact have employed independent counsel reasonably reasonable satisfactory to the indemnified Indemnified Party to assume the defense defence of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) the indemnified . The Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either that either: a) That there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party or that Indemnifying Party; or b) That such claim, action, suit or proceeding involves or could have a material adverse effect Material Adverse Change upon it beyond the scope of this Agreement. (e) If paragraph (; Provided that if Articles ii), (iii) , or (iv) iv of subparagraph (d) above Article 3.5.3 shall be applicable, then counsel for the indemnified Indemnified Party shall have the right to direct the defense defence of such claim, action, suit or proceeding on behalf of the indemnified Indemnified Party and the reasonable fees cost and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of If any loss of, lawsuit or damage to property, death or injury to person (or enforcement action is ------------------ filed against any claim or proceeding in respect thereof) in respect of which it is or may be party entitled to indemnification under Section 6.2. Such the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as soon promptly as reasonably practicable after (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken); provided that the relevant Party becomes aware failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, the indemnifying party shall be entitled, if it so elects, to take control of the lossdefense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of at the indemnifying Party hereunderparty's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitledparty may, at its optionown cost, to assume participate in such investigation, trial and control the defense of such claim, action, suit lawsuit or proceeding at its expense action and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the any appeal arising therefrom. The indemnifying party of such defense. (c) No Party shall settle or compromise any such claimnot, action, suit or proceeding without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify proceeding only involves a remedy for the Indemnified Party, payment of money by the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel indemnifying party and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense includes an unconditional release of such indemnified Party, when and as incurred unless: (i) party from all liability on claims that are the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense subject matter of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementproceeding. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. If any action or claim shall be brought or asserted against an indemnified party or parties (athe "Indemnified Party") Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) under this Section VI in respect of which it is or indemnity may be entitled to indemnification sought from an indemnifying party or parties (the "Indemnifying Party") under this Section 6.2. Such VI (a "Claim"), the Indemnified Party shall immediately give prompt written notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the lossClaim to the Indemnifying Party, damagewho shall assume the defense thereof, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified including the employment of counsel reasonably satisfactory to the Indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject payment of all expenses; except that any delay or failure to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, notify the Indemnifying Party may settle shall only relieve the Indemnifying Party of their obligations hereunder to the extent, if at all, that they are prejudiced by reason of such delay or compromise any claim without the prior approval of the failure. The Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own separate counsel and such counsel may participate in such actionthe defense of the Claim, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party. In the event that the Indemnifying Party, when and as incurred unless: (i) within a reasonable time after notice of the employment of counsel by such indemnified Party has been authorized in writing by Claim, fails to assume the indemnifying Party; (ii) defense thereof, the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and right to undertake the indemnified Party in the conduct defense, compromise or settlement of the defense Claim for the account of such action; (iii) the indemnifying Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory at the expense of the Indemnifying Party; subject, however, to the indemnified right of the Indemnifying Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) Claim with counsel reasonably satisfactory to the indemnified Indemnified Party at any time prior to the settlement, compromise or final determination thereof. Anything in this Section 6 to the contrary notwithstanding, the Indemnifying Party shall have reasonably concluded and specifically notified not, without the Indemnified Party's prior written consent, settle or compromise any Claim or consent to the entry of any judgment with respect to any Claim for anything other than money damages paid by the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to would have any adverse affect on the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this AgreementIndemnified Party. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each 29.3.1 The indemnifying Party shall promptly notify be entitled, at its option, and expense and with counsel of its selection, to assume and control the other Party defense of any loss ofclaim, or damage to propertyaction, death or injury to person (or any claim suit or proceeding in respect thereof) in respect of, resulting from, relating to or arising out of any matter for which it is obligated to indemnify the other Party hereunder, provided it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party in connection with the defense of such claim, action, suit or may be entitled proceeding, prior to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant assumption by the indemnifying Party becomes aware of such defense. 29.3.2 Notwithstanding the provisions of Clause 34.3.1, unless and until the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party and assumes control of the lossdefense of a claim, damagesuit, death or injury (or any claim action or proceeding in respect thereof). (b) The accordance with Clause 34.3.1, the indemnified Party shall have the right, but not the obligation, to contest, defenddefend and litigate, and litigate with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying . 29.3.3 Neither Party shall be entitled, at its option, entitled to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that after agreeing in writing to indemnify the Indemnified indemnified Party, the Indemnifying indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified indemnified Party. Except where such consent is unreasonably withheld, if an indemnified Party settles or compromises any claim, action, suit or proceeding in respect of which it would otherwise be entitled to be indemnified by the other indemnifying Party without the prior written consent of the other indemnifying Party, the other indemnifying Party shall be excused from any obligation to indemnify the indemnified Party making such settlement or compromise in respect of such settlement or compromise. (d) Notwithstanding 29.3.4 Following the foregoingacknowledgment of the indemnification and the assumption of the defense by the indemnifying Party, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify In the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate event any claim, action, suit or proceeding is made or brought by any third party alleged against DMI or asserted against such party in Indemnified Party, or if any governmental enforcement agency shall propose to issue an order, with respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Indemnifying Party hereunder; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2may have liability under this Agreement, the indemnifying Indemnifying Party shall be entitledentitled to participate in, at its optionand, to the extent that it shall wish, to assume and control the defense thereof, with independent counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such third-party claim, the Indemnifying Party shall have the right to contest, pay, settle or compromise any such claim on such terms and conditions as it may determine, provided that the Indemnifying Party shall not pay, settle or compromise any such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume the defense of any such claim, the Indemnified Party may engage counsel to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine, provided that the Indemnified Party shall not pay, settle or compromise any such claim without the prior consent of the Indemnifying Party or its agent (as provided for below), which consent shall not be unreasonably withheld or delayed. The fees and disbursements of such counsel shall be among the expenses for which Indemnified Party is indemnified pursuant to Section 13 hereof. Indemnified Party and the Indemnifying Party shall (as the other may reasonably request) keep the other fully informed of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred all stages thereof whether or not such party is represented by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementcounsel. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) 24.5.1 The indemnified Indemnified Party shall have the right, but not the obligation, to contest, defend, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party Party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to indemnified by the indemnification obligations of Indemnifying Party. If the indemnifying Party hereunder; provided, however, that if the indemnifying Indemnifying Party acknowledges in writing its obligations obligation to indemnify the indemnified Indemnified Party in respect of loss to the full extent provided by Section 6.2this Article 24, the indemnifying Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice if choice; provided it gives prompt notice of its intention to do so to the indemnified Indemnified Party and reimburses the indemnified Indemnified Party for the reasonable costs cost and expenses incurred by the indemnified Indemnified Party prior to the assumption by the indemnifying party Indemnifying Party of such defense. (c) No defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 24.5.2 If the Indemnifying Party has exercised its rights under Article 24.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the other Party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, ). 24.5.3 If the Indemnifying Party may settle or compromise any claim without the prior approval of exercises its rights under Article 24.3, the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall nevertheless have the right to employ its own counsel counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified the Indemnified Party, when and as incurred incurred, unless: (i) : a the employment of counsel by such indemnified Party party has been authorized authorised in writing by the indemnifying Indemnifying Party; (ii) ; or b the indemnified Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Indemnifying Party and the indemnified Indemnified Party in the conduct of the defense defence of such action; (iii) ; or c the indemnifying Indemnifying Party shall not not, in fact fact, have employed independent counsel reasonably satisfactory to the indemnified Party Indemnified Party, to assume the defense defence of such action and shall have been so notified by the indemnified Indemnified Party; or (iv) or d the indemnified Indemnified Party shall have reasonably concluded and specifically notified the indemnifying Indemnifying Party either either: i. that there may be specific defenses defences available to it which are different from or additional to those available to the indemnifying Party Indemnifying Party; or ii. that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement. : Provided that if Sub-clauses (e) If paragraph (iib), (iiic) or (ivd) of subparagraph (d) above this Clause 24.5.3 shall be applicable, then the counsel for the indemnified Indemnified Party shall have the right to direct the defense defence of such claim, demand, action, suit or proceeding on behalf of the indemnified Party Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) Each Party shall promptly notify the other Party of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is or may be entitled to indemnification under Section 6.2. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the loss, damage, death or injury (or any claim or proceeding in respect thereof). (b) The indemnified Party party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party party hereunder; provided, however, that if the indemnifying Party party acknowledges in writing its obligations to indemnify the indemnified Party party in respect of loss to the full extent provided by Section 6.2Article 25.10(a), the indemnifying Party party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party party and reimburses the indemnified Party party for the reasonable costs and expenses incurred by the indemnified Party party prior to the assumption by the indemnifying party of such defense. (c) No . Neither the indemnified Party nor the indemnifying party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Partyparty, which consent shall not be unreasonably withheld or delayed; provided, that after agreeing in writing to indemnify the Indemnified Party, the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) . Notwithstanding the foregoing, the indemnified Party party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Partyparty, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementincurred. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

Defense of Claims. Each party entitled to indemnification under this Article X (athe “Indemnified Party”) Each Party shall promptly agrees to notify the other Party party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) asserted against it in respect of which it is or the Indemnifying Party may be entitled to indemnification liable under Section 6.2. Such notice this Agreement, which notification shall be given as soon as reasonably practicable after accompanied by a written statement setting forth the relevant Party becomes aware basis of such claim and the loss, damage, death or injury (or any claim or proceeding in respect manner of calculation thereof). (b) . The indemnified Indemnifying Party shall have the right, but not the obligationat its election, to contest, defend, and litigate defend or compromise any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from related to or arising out claim at its own expense with counsel of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying Party hereunderits choice; provided, however, that if the indemnifying Party acknowledges in writing its obligations to indemnify the indemnified Party in respect of loss to the full extent provided by Section 6.2, the indemnifying Party (i) such counsel shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Party and reimburses the indemnified Party for the reasonable costs and expenses incurred have been approved by the indemnified Party prior to the assumption by the indemnifying party of such defense. (c) No Party shall settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other Indemnified Party, which consent approval shall not be unreasonably withheld or delayed; provided(ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Indemnified Party’s interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, that after agreeing in writing the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to indemnify undertake to defend or compromise the claim, and the Indemnifying Party shall be bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party, and (b) any compromise of such claim made with the prior consent of the Indemnifying Party may settle or compromise any claim without the prior approval of the Indemnified Party. (d) Notwithstanding the foregoing, the indemnified Party shall have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Party, when and as incurred unless: (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying Party; (ii) the indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified Party in the conduct of the defense of such action; (iii) the indemnifying Party which shall not in fact have employed independent counsel reasonably satisfactory to the indemnified Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iv) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying Party either that there may be specific defenses available to it which are different from unreasonably withheld or additional to those available to the indemnifying Party or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreementdelayed. (e) If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.