Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8, the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choice.

Defense of Third Party Claims. (a) In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against Cypress, Cellatope or against any other Person) with respect to which any Indemnitee of the Cypress Indemnitees or Cellatope Indemnitees may be entitled to indemnification pursuant to this Section 810, the Indemnitor Cypress Indemnitee(s) or Cellatope Indemnitee(s) seeking indemnification (the “Indemnified Person”) shall promptly give the party obligated to provide indemnification under this Section 10 (the “Indemnifying Person”) and, with respect to Indemnification Demands made by Cypress Indemnitees, the Escrow Agent, written notice (a “Claim Notice”) of such claim (a “Claim”) or Legal Proceeding. If the contents and delivery of a Claim Notice satisfy the content and delivery requirements of an Indemnification Demand pursuant to Section 10.5, then such Claim Notice shall also be deemed to be an Indemnification Demand. The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the third party making such Claim (to the extent then in the possession of the Indemnified Person) and shall describe in reasonable detail (to the extent known by the Indemnified Person) the facts constituting the basis for such Claim and the amount of the claimed Damages; provided, however, that no delay or failure on the part of the Indemnified Person in delivering a Claim Notice shall relieve the Escrow Fund, any applicable Annual Payment or the Milestone Consideration or the Indemnifying Person, as applicable, from any indemnification liability hereunder except to the extent such failure materially prejudices the defense of such Claim or Legal Proceeding. The Indemnified Person shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Claim or Legal Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choiceown.

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person of any Proceeding other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section ARTICLE 8, the Indemnitor shall have the right, at its electionelection and expense, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the IndemniteeIndemnitee(s); provided, however, that the Indemnitor may shall not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee Indemnitee(s) shall give the Indemnitor prompt written notice after it the Indemnitee becomes aware of the commencement of any such Proceeding against the IndemniteeIndemnitee(s); provided, however, any failure on the part of the Indemnitee Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the IndemniteeIndemnitee(s), under this Section 8 (ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee Indemnitee(s) shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee Indemnitee(s) shall have the right to participate in the defense of such Proceeding at its the Indemnitee’s own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, or fails to so proceed in a timely manner, the Indemnitee Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expense; provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of its own choicethe Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. In Any Indemnitee making a claim for indemnification under this Article 10 shall notify the event Indemnitor of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8action, lawsuit, proceeding, investigation or other claim against it (if by a third party) (each, a “Third Party Claim”), describing the claim, the Indemnitor shall have amount thereof (if known and quantifiable) and the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteebasis thereof; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the an Indemnitor shall not limit any of affect the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If Indemnitor hereunder unless the Indemnitor elects to assume and control the defense of any is actually prejudiced by such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the failure. Any Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right be entitled to participate in the defense of such Proceeding Third Party Claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, however, that prior to the Indemnitor does not elect assuming control of such defense it shall first verify to proceed the Indemnitee in writing that such Indemnitor shall be fully responsible (with the defense no reservation of any rights) for all Losses and Expenses relating to such Proceeding, claim for indemnification and that it shall provide full indemnification to the Indemnitee may proceed with the defense of respect to such Proceeding with counsel of its own choice.Third Party Claim giving rise to such claim for indemnification hereunder; and provided, further, that:

Defense of Third Party Claims. In If a claim is brought by a Third Party against Roche or Aspreva that any activity conducted pursuant to this Agreement or the event use, manufacture, sale, offer for sale, or importation of the assertion Product in the Field in the Territory infringes the intellectual property rights of such Third Party, such Party will give prompt written notice to the other Party of such claim. If such claim is not based solely on the use of the Product in the Field, then Roche shall defend and hold harmless Aspreva against any such claim and any resulting suit at its expense and shall indemnify Aspreva against any resulting judgments and settlements, provided that Roche shall not settle any claim or commencement by any Person suit in a manner that would negatively affect Aspreva without obtaining Aspreva's prior written consent, which shall not be unreasonably withheld. Alternatively, if such claim is based solely on the use of any Proceeding with respect to which any Indemnitee may the Product in the Field, then Roche shall be entitled to indemnification pursuant to this Section 8deduct [ * ] of its reasonable costs of defense, the Indemnitor shall have the right, at its election, to proceed with the defense (including plus any amounts paid in settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory adverse judgment, in [ * ] from Net Sales over [ * ], prior to the Indemniteecalculation of royalty payments owed to Aspreva under Section 8.2(b); provided, however, that the Indemnitor may in no quarter shall such royalty payments be reduced to below [ * ]. Any deduction otherwise allowed but not settle or compromise any such Proceeding without the prior written consent taken as a result of the Indemniteeinsufficient Net Sales shall be carried forward and applied in [ * ]. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the IndemnitorHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choiceAS AMENDED.

Defense of Third Party Claims. In (a) Acquirer Representative shall determine and conduct the event of investigation, defense and the assertion settlement, adjustment or commencement by any Person compromise of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8Third-Party Claim, the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that if the Indemnitor may not settle Acquirer Representative settles, adjusts, compromises or compromise consents to any such Proceeding Third-Party Claim without the prior written consent of the Indemnitee. The Indemnitee Seller (which shall give the Indemnitor prompt notice after it becomes aware not be unreasonably withheld or delayed), then such settlement, adjustment or compromise shall not be conclusive evidence of the commencement amount of Damages incurred by the Acquiror Indemnified Person in connection with such claim or proceeding (it being understood that if the Acquirer Representative requests that the Seller consents to a settlement, adjustment or compromise, the Seller shall not unreasonably withhold or delay such consent) and (ii) any amount of such settlement in excess of amounts consented to by the Seller shall be deemed a contested amount, and thereafter any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee contested amounts shall constitute Damages subject to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except indemnification hereunder solely to the extent it is ultimately determined that such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume contested amounts arose out of, resulted from or was in connection with a matter listed in Section 11.6 and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials be included in the possession of Damages for which Acquiror may seek indemnification pursuant to a Claim made by any Acquiror Indemnified Person hereunder and such costs and expenses shall constitute Damages subject to indemnification under Section 11.6 provided it is ultimately determined by a competent court that the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choiceThird-Party Claim itself is indemnifiable under Section 11.6.

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Article VIII (an “Indemnitee”) shall notify the event indemnifying party (an “Indemnitor”) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the Indemnitor shall have amount thereof (if known and quantifiable) and the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteebasis thereof; provided, however, provided that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the an Indemnitor shall not limit any relieve the Indemnitor of the its obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (hereunder except to the extent such failure prejudices that (and only to the defense of such Proceeding). If extent that) the Indemnitor elects has been prejudiced thereby. The parties will fully cooperate in any such action, and shall make available to assume and control each other any books, records or personnel useful for the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the proceeding. Any Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right be entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof; provided that, prior to the Indemnitor does not elect assuming control of such defense it shall first verify to proceed the Indemnitee in writing that such Indemnitor shall be, subject to the limitations set forth herein, responsible (with the defense no reservation of any rights) for all liabilities and obligations relating to such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choice.claim for indemnification; and provided further that:

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the event indemnifying party (an "INDEMNITOR") of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the failure to so notify an Indemnitor shall have not relieve the right, at Indemnitor of its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory obligations hereunder except to the Indemnitee; provided, however, extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor may not settle or compromise any is obligated to be greater than such Proceeding without damages would have been had the prior written consent of the Indemnitee. The Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; PROVIDED THAT prior to the Indemnitor does not elect assuming control of such defense it shall first verify to proceed the Indemnitee in writing that such Indemnitor shall be fully responsible (with the defense exception of any the $300,000 threshold amount to the extent not exceeded) for all liabilities and obligations relating to such Proceeding, claim for indemnification and that it shall provide full indemnification (with the exception of the $300,000 threshold amount to the extent not exceeded) to the Indemnitee may proceed with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and PROVIDED FURTHER, that:

Defense of Third Party Claims. In Any party making a claim for indemnification under this Section 8.2, or under Section 8.3 below (an “Indemnitee”), shall notify the event indemnifying party (an “Indemnitor”) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to which any Indemnitee may be entitled to indemnification pursuant to this Section 8such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall have not relieve the right, at Indemnitor of its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory obligations hereunder except to the Indemnitee; provided, however, extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor may not settle or compromise any is obligated to be greater than such Proceeding without damages would have been had the prior written consent of the Indemnitee. The Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided further that, prior to the Indemnitor does not elect assuming control of such defense, it shall first verify to proceed the Indemnitee in writing that such Indemnitor shall be fully responsible (with the defense no reservation of any rights) for all liabilities and obligations relating to such Proceeding, claim for indemnification and that it shall provide full indemnification to the Indemnitee may proceed with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder, and provided further that:

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Surviving Corporation, against Parent or against any other Person) with respect to which the Surviving Corporation or Parent may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this Section 86, Parent shall give Xxxxxxxx prompt notice of the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) commencement of any such Proceeding on its own with counsel reasonably satisfactory to the IndemniteeLegal Proceeding; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee Parent to so notify the Indemnitor Xxxxxxxx shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, Xxxxxxxx under this Section 8 6 (except to the extent such failure materially prejudices the defense of such Legal Proceeding). If the Indemnitor elects Promptly after receipt by Xxxxxxxx of a notice of a claim pursuant to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitorthis Section 6.5, the Indemnitee Xxxxxxxx shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding at claim or Legal Proceeding, and, to the extent Xxxxxxxx shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Parent. After notice from Xxxxxxxx to the Parent of its own expense. If election to assume the Indemnitor does defense thereof, Xxxxxxxx shall not elect be liable to proceed the Parent for any legal expenses subsequently incurred by the Parent in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the Parent, for the same counsel to represent both the Parent and Xxxxxxxx or any such Proceedingaffiliate or associate thereof, the Indemnitee may proceed with the defense of such Proceeding with counsel of Parent shall be entitled to retain its own choice.counsel at the expense of Xxxxxxxx; provided, however, that Xxxxxxxx shall not be responsible for the fees and expenses of more than one

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Section 8.01 (any such Person, an "Indemnitee") shall notify the event indemnifying party (such party, an "Indemnitor") of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8Claim against it (if by a third party), describing the Claim, the Indemnitor shall have amount thereof (if known and quantifiable) and the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteebasis thereof; provided, however, that the failure to so notify an Indemnitor may shall not settle or compromise any relieve the Indemnitor of its obligations hereunder except to the extent that (and only to the extent that) such Proceeding without failure shall have caused the prior written consent of Losses for which the Indemnitee. The Indemnitor is obligated to be materially greater than such damages would have been had the Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding Claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense (with the fees and expenses of such counsel being borne by the Indemnitor); provided, that prior to the Indemnitor does not elect assuming control of such defense it shall first verify to proceed the Indemnitee in writing that, subject to the limitations provided in Section 8.01(e), such Indemnitor shall be fully responsible (with the defense no reservation of any rights) for all Losses relating to such Proceedingclaim for indemnification and that it shall, subject to the stated limitations, provide full indemnification to the Indemnitee may proceed with the defense of respect to such Proceeding with counsel of its own choice.Claim giving rise to such claim for indemnification hereunder; and provided, further, that:

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any Proceeding (whether against the Purchaser or against any other Person) with respect to which any Indemnitee may be entitled to indemnification indemnification, compensation or reimbursement pursuant to this Section 86, the Indemnitor Purchaser shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteeown; provided, however, that if the Indemnitor may not settle Purchaser settles or compromise compromises any such Proceeding without the prior written consent of the IndemniteeSeller, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with such Proceeding (it being understood that if the Purchaser requests that the Seller’s consent to a settlement or compromise, the Seller shall act reasonably in determining whether to provide such consent). The Indemnitee Purchaser shall give the Indemnitor Seller prompt notice after it becomes aware of the commencement of any such Proceeding against the IndemniteePurchaser; provided, however, any failure on the part of the Indemnitee Purchaser to so notify the Indemnitor Seller shall not limit any of the obligations of the IndemnitorSeller, or any of the rights of the any Indemnitee, under this Section 8 6 (except to the extent such failure materially prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor Purchaser does not elect to proceed with the defense of any such Proceeding, the Indemnitee Seller may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Purchaser; provided, however, that the Seller may not settle or compromise any such Proceeding in any manner that has an ongoing impact on the AutoTrace Offering without the prior written consent of its own choicethe Purchaser (which consent may not be unreasonably withheld).

Defense of Third Party Claims. In Any Person making a claim for ----------------------------- indemnification under this Section 8B (an "Indemnitee") shall notify the event ---------- Sellers' Representatives of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to which any Indemnitee may be entitled to indemnification pursuant to this Section 8, so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of be actually prejudiced by such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the notify. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor does not elect assuming control of such defense it shall first demonstrate to proceed with the defense of any such Proceeding, the Indemnitee may proceed in writing such Indemnitor's financial ability to provide full indemnification to the Indemnitee with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that:

Defense of Third Party Claims. In the event of the assertion or commencement by any Person other than BioTime, BAC or Geron of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 89, the Indemnitor Indemnitor(s) shall have the right, at its electionelection and expense, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the IndemniteeIndemnitee(s); provided, however, that the Indemnitor may Indemnitor(s) shall not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee Indemnitee(s) shall give the Indemnitor Indemnitor(s) prompt written notice after it becomes aware of the commencement of any such Proceeding against the IndemniteeIndemnitee(s); provided, however, any failure on the part of the Indemnitee Indemnitee(s) to so notify the Indemnitor Indemnitor(s) shall not limit any of the obligations of the IndemnitorIndemnitor(s), or any of the rights of the IndemniteeIndemnitee(s), under this Section 8 9 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor Indemnitor(s) elects to assume and control the defense of any such Proceeding: (a) at the request of the IndemnitorIndemnitor(s), the Indemnitee Indemnitee(s) shall make available to the Indemnitor Indemnitor(s) any material documents and materials in the possession of the Indemnitee Indemnitee(s) that may be necessary to the defense of such Proceeding; (b) the Indemnitor Indemnitor(s) shall keep the Indemnitee Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee Indemnitee(s) shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor Indemnitor(s) does not elect to proceed with the defense of any such Proceeding, the Indemnitee Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor(s); provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of its own choicethe Indemnitor(s) (which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. In Any party making a claim for indemnification under this Section 8.2, or under Section 8.3 below (an “Indemnitee”), shall notify the event indemnifying party (an “Indemnitor”) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to which any Indemnitee may be entitled to indemnification pursuant to this Section 8such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall have not relieve the right, at Indemnitor of its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory obligations hereunder except to the Indemnitee; provided, however, extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor may not settle or compromise any is obligated to be greater than such Proceeding without damages would have been had the prior written consent of the Indemnitee. The Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided further that, prior to the Indemnitor does not elect assuming control of such defense, it shall first verify to proceed the Indemnitee in writing that such Indemnitor shall be fully responsible (with the defense no reservation of any rights) for all liabilities and obligations relating to such Proceeding, claim for indemnification and that it shall provide full indemnification to the Indemnitee may proceed with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder, and provided further that:

Defense of Third Party Claims. In If any action, suit or proceeding is brought against the event of the assertion or commencement by any Indemnified Person of any Proceeding with respect to which any Indemnitee the Indemnifying Person may be entitled have liability to indemnification pursuant to this Section 8indemnify hereunder, the Indemnitor shall have action, suit or proceeding shall, upon the rightwritten agreement of the Indemnifying Person, at its election, to proceed with the defense be defended (including settlement or compromiseall proceedings on appeal) of such Proceeding on its own with counsel reasonably satisfactory to by the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnifying Person. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee Indemnified Person shall have the right to participate employ its own counsel in any such case, with the defense fees and expenses of such Proceeding shall be at its own expense. If the Indemnitor does not elect to proceed with expense of such Indemnified Person unless (i) the defense employment of any such Proceeding, counsel shall have been authorized in writing by the Indemnitee may proceed Indemnifying Person in connection with the defense of such Proceeding with counsel action, suit or proceeding, (ii) the Indemnifying Person shall not have agreed, within ten (10) days after the notice to it provided in Section 10.6(a) above, that it is obligated to indemnify under the Indemnity agreements contained in Sections 10.3 or 10.4, (iii) the Indemnified Person shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of its own choice.the indemnity agreement contained in Sections 10.3 or 10.4, or that there may be defenses available to it which are different from or additional to those available to the Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Person and that portion of such fees and expenses reasonably related to matters covered by the indemnity agreement contained in Sections 10.3 or

Defense of Third Party Claims. In Except as otherwise provided in Article 7, in the event of the assertion of any claim or the commencement by any Person of any Proceeding against an Indemnitee with respect to which any of the Indemnitors may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this Section 8Article 10 (each, a “Claim”), the Indemnitor Securityholder Representative, in the case of the Securityholder Indemnitees, or Parent, in the case of the Parent Indemnitees, as applicable, will, promptly after receipt of notice of any such Claim, notify the Securityholder Representative or the Parent, as applicable (the “Responsible Party”), of the commencement thereof; provided, however, that any failure on the part of the applicable Party to so notify the other Party shall not limit any of the obligations of the applicable Indemnitors under this Article 10 (except to the extent such failure actually and materially prejudices the defense of such Proceeding). Other than with respect to Claims brought by a Governmental Authority or Claims seeking equitable relief, the Responsible Party shall have the right, at its election, to proceed with with, and to control, the defense (including settlement or compromise) of such Proceeding Claim on its own with counsel reasonably satisfactory to the Indemniteeown; provided, however, that the Indemnitor Securityholder Representative or the Parent, as applicable, and its counsel (at the Indemnitors’ sole expense) may participate in (but not settle or compromise any such Proceeding without control the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices conduct of) the defense of such Proceeding)Claim in a manner that would not result in the loss of any attorney-client privilege, attorney work product privilege or any other legal privilege. If the Indemnitor elects to assume and control applicable Responsible Party so proceeds with the defense of any such Proceeding: (a) at the request of the IndemnitorClaim, the Indemnitee Securityholder Representative or the Parent, as applicable, shall, and shall use reasonable best efforts to cause each Indemnitor to, make available to the Indemnitor Securityholder Representative or Parent, as applicable, any material documents and materials in the |US-DOCS\123754940.16|| such Person’s possession of the Indemnitee or control that may be necessary to the defense of such Proceeding; Claim. Except with the prior written consent of the Securityholder Representative, in the case of a Claim for which indemnification is sought from the Securityholder Indemnitors, or Parent, in the case of a Claim for which indemnification is sought from the Parent, as applicable (b) which such consent shall not be unreasonably withheld, conditioned or delayed), any amount paid in the Indemnitor settlement or resolution of any such Claim shall keep not be determinative of the Indemnitee reasonably informed existence of all material developments or amount of indemnifiable Damages hereunder relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choicematter.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person person or entity of any Proceeding (whether against Purchaser or against any other person or entity) with respect to which any Indemnitee may be entitled to indemnification indemnification, compensation or reimbursement pursuant to this Section 86, the Indemnitor Purchaser shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own own; PROVIDED, HOWEVER, that if Purchaser settles or compromises any such Proceeding without the consent of Seller, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with such Proceeding (it being understood that if Purchaser requests that Seller consent to a settlement or compromise, Seller shall act reasonably in determining whether to provide such consent). Purchaser shall give Seller prompt notice after it becomes aware of the commencement of any such Proceeding against Purchaser; PROVIDED, HOWEVER, any failure on the part of Purchaser to so notify Seller shall not limit any of the obligations of Seller, or any of the rights of any Indemnitee, under this Section 6 (except to the extent such failure materially prejudices the defense of such Proceeding). If Purchaser does not elect to proceed with the defense of any such Proceeding, Seller may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the IndemniteePurchaser; providedPROVIDED, howeverHOWEVER, that the Indemnitor Seller may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee may proceed with the defense of such Proceeding with counsel of its own choicePurchaser.

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Section 9B (an "Indemnitee") shall notify the event indemnifying party (an "Indemnitor") (in the case of a notice to the Sellers, notice shall be sufficient if made solely to the Company) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing in reasonable detail the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to which any Indemnitee may be entitled to indemnification pursuant to this Section 8, so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of be actually prejudiced by such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the notify. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor does not elect assuming control of such defense it shall first demonstrate to proceed with the defense of any such Proceeding, the Indemnitee may proceed in writing such Indemnitor's financial ability to provide full indemnification to the Indemnitee with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that:

Defense of Third Party Claims. In If the event facts pertaining to such Damages arise out of the assertion or commencement by any Person claim of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8third party, the Indemnitor shall have the right, at its election, to proceed with may assume the defense (thereof by written notice to Indemnitee, including settlement the employment of counsel or compromise) of such Proceeding on its own with counsel reasonably satisfactory to accountants at the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnitor's cost and expense. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnitor in any such action and to participate in therein, but the defense fees and expenses of such Proceeding counsel employed by the Indemnitee shall be at its own expenseexpenses. If The Indemnitor shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld; provided that if the Indemnitor does not elect to proceed with assume the defense or the prosecution of any such Proceedingthe claim within thirty (30) days of notice thereof, the Indemnitee may proceed with settle such claim without the Indemnitor's consent. The Indemnitor shall not agree to a settlement of any claim which provides for any relief other than the payment of monetary damages without the Indemnitee's prior written consent, which shall not be unreasonably withheld. Whether or not the Indemnitor defends such claims, all the parties hereto shall cooperate in the defense of or prosecution thereof and shall furnish such Proceeding with counsel of its own choicerecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Section 9B (an "Indemnitee") shall notify the event indemnifying party (an "Indemnitor") (in the case of a notice to the Sellers, notice shall be sufficient if made solely to the Sellers' Representatives) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to which any Indemnitee may be entitled to indemnification pursuant to this Section 8, so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of be actually prejudiced by such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the notify. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor does not elect assuming control of such defense, it shall first demonstrate to proceed with the defense of any such Proceeding, the Indemnitee may proceed in writing such Indemnitor's financial ability to provide full indemnification to the Indemnitee with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that:

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Article IX (an "Indemnitee") shall notify the event indemnifying party (an "Indemnitor") of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8action, lawsuit, proceeding, investigation or other claim against it by a third party (including without limitation, a Governmental Body), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall have not relieve the right, at Indemnitor of its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory obligations hereunder except to the Indemnitee; provided, however, extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor may not settle or compromise any is obligated to be greater than such Proceeding without damages would have been had the prior written consent of the Indemnitee. The Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the Indemnitor does not elect limitations set forth below) shall be entitled to proceed with assume the defense of any thereof at such Proceeding, Indemnitor's expense by appointing a reputable counsel reasonably acceptable to the Indemnitee may proceed to be the lead counsel in connection with the such defense within fifteen (15) days after receipt of such Proceeding with counsel of its own choice.written notice from the Indemnitee; PROVIDED THAT:

Defense of Third Party Claims. In Any Party making a claim for indemnification under Section 9.2 (an “Indemnitee”) shall notify the event indemnifying Party (or Parties) (each, an “Indemnitor”) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect to which any action, lawsuit, proceeding, investigation or other claim against it by a third party that is not an Affiliate of the Indemnitee may be entitled to indemnification pursuant to this Section 8(each, a “Third Party Claim”), describing the Third Party Claim, the Indemnitor shall have basis therefor and the right, at its election, to proceed with the defense amount thereof (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteeif known and quantifiable); provided, however, that the failure to so notify any Indemnitor may shall not settle or compromise any relieve the Indemnitor of its obligations hereunder except to the extent (and only to the extent) that such Proceeding without failure shall have caused the prior written consent of damages for which the Indemnitee. The Indemnitor is obligated to be greater than such damages would have been had the Indemnitee shall give given the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Third Party Claim hereunder. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at its own such Indemnitor’s sole cost and expense. If the Indemnitor does not elect to proceed with the defense of any such Proceeding; provided, that the Indemnitee may proceed with shall at all times retain control of the defense of such Proceeding with counsel of its own choice.Third Party Claim. 9.5

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (whether against Parent, Purchaser, Seller, the Seller Principal or against any other Person) (a “Third-Party Claim”) with respect to which any Indemnitee may be entitled to indemnification indemnification, compensation or reimbursement pursuant to this Section 84, the Indemnitor Indemnitee shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle claim or compromise any such Proceeding without the prior written consent of the IndemniteeProceeding. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee Each party shall make available to the Indemnitor Indemnitee any material documents and materials in the possession of that the Indemnitee that determines in good faith may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Third-Party Claim. The Indemnitee shall have the right to participate in the defense of settle, adjust or compromise such Proceeding at its own expenseclaim or Proceeding. If the Indemnitor Indemnitee does not elect to proceed with the defense of any such Proceeding, the Indemnitee Person against whom indemnification is sought may proceed with the defense of such claim Proceeding with counsel reasonably satisfactory to the Indemnitee; provided, however, that such Person may not settle or compromise any such claim Proceeding without the prior written consent of its own choicethe Indemnitee (which consent may not be unreasonably withheld or delayed). If however, the Indemnitee does not consent to such settlement, the indemnifying party shall only be responsible to pay damages totaling up to the dollar amount of the proposed, settlement. The Indemnitee shall be responsible for any additional amount of damages.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person other than BioTime, BAC or Geron of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 89, the Indemnitor Indemnitor(s) shall have the right, at its electionelection and expense, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the IndemniteeIndemnitee(s); provided, however, that the Indemnitor may Indemnitor(s) shall not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee Indemnitee(s) shall give the Indemnitor Indemnitor(s) prompt written notice after it becomes aware of the commencement of any such Proceeding against the IndemniteeIndemnitee(s); provided, however, any failure on the part of the Indemnitee Indemnitee(s) to so notify the Indemnitor Indemnitor(s) shall not limit any of the obligations of the IndemnitorIndemnitor(s), or any of the rights of the IndemniteeIndemnitee(s), under this Section 8 9 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor Indemnitor(s) elects to assume and control the defense of any such Proceeding: (a) at the request of the IndemnitorIndemnitor(s), the Indemnitee Indemnitee(s) shall make available to the Indemnitor Indemnitor(s) any material documents and materials in the possession of the Indemnitee Indemnitee(s) that may be necessary to the defense of such Proceeding; (b) the Indemnitor Indemnitor(s) shall keep the Indemnitee Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee Indemnitee(s) shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor Indemnitor(s) does not elect to proceed with the defense of any such Proceeding, the Indemnitee Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor(s); provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of its own choice.the Indemnitor(s) (which consent may not be unreasonably withheld, conditioned or delayed). CONFIDENTIAL

Defense of Third Party Claims. In If the event facts pertaining to such Damages arise out of the assertion or commencement by any Person claim of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this Section 8third party, the Indemnitor shall have the right, at its election, to proceed with may assume the defense (thereof by written notice to Indemnitee, including settlement the employment of counsel or compromise) of such Proceeding on its own with counsel reasonably satisfactory to accountants at the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the IndemniteeIndemnitor's cost and expense. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right to employ counsel separate from counsel employed by the Indemnitor in any such action and to participate in therein, but the defense fees and expenses of such Proceeding counsel employed by the Indemnitee shall be at its own expenseexpenses. If The Indemnitor shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld; provided that if the Indemnitor does not elect to proceed with assume the defense or the prosecution of any such Proceedingthe claim within thirty (30) days of notice thereof, the Indemnitee may proceed with settle such claim without the Indemnitor's consent. The Indemnitor shall not agree to a settlement of any claim which provides for any relief other than the payment of monetary damages without the Indemnitee's prior written consent, which shall not be unreasonably withheld. Whether or not the Indemnitor defends such claims, all the parties hereto shall cooperate in the defense of or prosecution thereof and shall furnish such Proceeding with counsel of its own choice.records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. 27

Defense of Third Party Claims. In Except as otherwise provided in Article 7, in the event of the assertion of any claim or the commencement by any Person of any Proceeding against an Indemnitee with respect to which any of the Indemnitors may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this Section 8Article 10 (each, a “Claim”), Parent will, promptly after receipt of notice of any such Claim, notify the Indemnitor shall have Securityholder Representative of the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own with counsel reasonably satisfactory to the Indemniteecommencement thereof; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee Parent to so notify the Indemnitor Securityholder Representative shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, Indemnitors under this Section 8 Article 10 (except to the extent such failure prejudices the defense of such Proceeding). Parent shall have the right, at its election, to proceed with, and to control, the defense of such Claim on its own; provided, however, that the Securityholder Representative and its counsel (at the Indemnitors’ sole expense) may participate in (but not control the conduct of) the defense of such Claim in a manner that would not result in the loss of any attorney-client privilege, attorney work product privilege or any other legal privilege. If the Indemnitor elects to assume and control Parent so proceeds with the defense of any such Proceeding: (a) at the request of the IndemnitorClaim, the Indemnitee Securityholder Representative shall, and shall use reasonable best efforts to cause each Indemnitor to, make available to the Indemnitor Parent any material documents and materials in the such Person’s possession of the Indemnitee or control that may be reasonably necessary to the defense of such ProceedingClaim. Parent shall not settle any Claim that it is conducting the defense of without the prior written consent of the Securityholder Representative (which such consent shall not be unreasonably withheld, conditioned or delayed); (b) provided, however, that, for avoidance of doubt, in the Indemnitor shall keep event the Indemnitee reasonably informed Securityholder Representative contests in good faith the existence of all material developments a claim for indemnification under this Article 10 or the amount of Damages relating to such Proceeding; a claim, the Securityholder Representative may condition any such consent to a settlement on Parent’s acknowledgment that (i) such settlement shall not be determinative of the existence of a claim for indemnification under this Article 10 or the amount of Damages relating thereto, and (cii) such settlement shall not be used as evidence in determining the Indemnitee shall have the right to participate in the defense of such Proceeding at its own expense. If the Indemnitor does not elect to proceed with the defense existence of any such Proceeding, claim for indemnification under this Article 10 or the Indemnitee may proceed with the defense amount of such Proceeding with counsel of its own choiceDamages relating thereto.

Defense of Third Party Claims. In Any Person making a claim for indemnification under this Section 9B (an "Indemnitee") shall notify the event indemnifying party (an "Indemnitor") (in the case of a notice to the Sellers, notice shall be sufficient if made solely to the Sellers' Representatives) of the assertion or commencement by any Person claim in writing promptly after receiving written notice of any Proceeding with respect action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to which any Indemnitee may be entitled to indemnification pursuant to this Section 8, so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless the Indemnitor shall have the right, at its election, to proceed with the defense (including settlement or compromise) of be actually prejudiced by such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee. The Indemnitee shall give the Indemnitor prompt notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee; provided, however, any failure on the part of the Indemnitee to so notify the notify. Any Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee, under this Section 8 (except to the extent such failure prejudices the defense of such Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee shall have the right entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense. If option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor does not elect assuming control of such defense it shall first demonstrate to proceed with the defense of any such Proceeding, the Indemnitee may proceed in writing such Indemnitor's financial ability to provide full indemnification to the Indemnitee with the defense of respect to such Proceeding with counsel of its own choice.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that: