Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8, the Indemnitor shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. In the event The following procedures shall be applicable with respect to indemnification for third party claims arising in connection with any provision of this Section 9: (a) Promptly after receipt by an Indemnitee of written notice of the assertion of any claim or the commencement of any Proceeding claim, liability or obligation by any Person other than a Alliqua Group Member third party, whether by legal process or AquaMed otherwise (a "Claim"), with respect to which any matter referred to in this Section 9, the Indemnitee may be entitled shall give written notice thereof (the "Notice") to the person from whom indemnification is sought pursuant hereto (an "Indemnitor") and shall thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnitee to this ARTICLE 8give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder unless such failure alone and not in conjunction with other factors results in (i) a default judgment, (ii) the expiration of the time to answer a complaint, or (iii) the inability of the Indemnitee to adequately defend against such Claim. In case any such Claim is brought against any Indemnitee, the Indemnitor shall have the right, at its election and expense, be entitled to proceed with assume the defense thereof, by written notice of such Proceeding on its own intention to the Indemnitee within 30 days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee(s); providedIndemnitee, howeverwith such expenses of counsel to be borne equally by the Indemnitor and the Indemnitee. Notwithstanding the assumption by the Indemnitor of the defense of any Claim as provided in this Section 9.5, that the Indemnitee shall be permitted to join in the defense of such claim and to employ counsel at its own expense. (b) If the Indemnitor shall not settle or compromise fail to notify the Indemnitee of its desire to assume the defense of any such Proceeding Claim within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of any such Claim, then the Indemnitee shall assume the defense of any such Claim, in which event it may do so in such manner as it may deem appropriate. The Indemnitor shall be permitted to join in the defense of such Claim and to employ counsel at its own expense. (c) No Indemnitee shall make any settlement of any Claim which would give rise to liability on the part of an Indemnitor hereunder without the prior written consent of the Indemnitee(s)indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give If a firm written offer is made to settle a Claim and the Indemnitor prompt written notice after desires to accept such settlement offer, but the Indemnitee becomes aware of elects not to consent thereto, then the commencement of any Indemnitee may continue to contest or defend such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseClaim; provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent total maximum liability of the Indemnitor which consent may to indemnify or otherwise reimburse the Indemnitee in accordance with this Agreement with respect to such Claim shall be limited to and shall not exceed the amount of the settlement offer rejected by the Indemnitee, plus reasonable out-of-pocket costs and expenses (including attorneys' fees) to the date of notice that the Indemnitor desires to accept such settlement offer. (d) Amounts payable by an Indemnitor to an Indemnitee under this Section 9 shall be unreasonably withheld, conditioned or delayedpayable by the Indemnitor as incurred by the Indemnitee.

Defense of Third Party Claims. In (a) Subject to the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8provisions hereof, the Indemnitor on behalf of the Indemnitee shall have the rightright to elect to defend any Third-Party Claim if the Indemnitor acknowledges in writing (within 30 days after receipt of any Notice of Claim) that, at its election assuming the truth and expenseaccuracy of the material facts presented in the Notice of Claim, the Indemnitor is obligated to proceed with indemnify the defense Indemnitee against any and all Damages that may result from such Third-Party Claim; provided that any such obligations of such Proceeding the Indemnitor shall continue to be subject to any limitation on its own with counsel reasonably satisfactory to the Indemnitee(s)any Claims contained herein; provided, however, that the Indemnitor shall not settle have the right to assume control of the defense of any Third-Party Claim (i) to the extent that the object of such Third-Party Claim is to obtain an injunction, restraining order, declaratory relief or compromise other non-monetary relief against the Indemnitee which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnitee, or (ii) if the named parties to any such Proceeding without action or proceeding (including any impleaded parties) include both the Indemnitee and the Indemnitor and the former shall have been reasonably advised in writing by counsel (with a copy to the Indemnitor) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnitor. If the Indemnitor does not give such notice within the applicable 30-day period or either proviso in this Section 10.4(a) applies, then the Indemnitee shall have the right to assume control of the defense, and the Indemnitor shall be responsible for the reasonable cost and expense thereof. If the Indemnitor shall assume the control of the defense of the Third-Party Claim in accordance with the provisions of this Section 10.4, the Indemnitor shall obtain the prior written consent of the Indemnitee(s)Indemnitee before entering into any settlement, which consent shall compromise, admission or acknowledgement of the validity of such Third-Party Claim if the settlement does not be unreasonably withheld, conditioned unconditionally release the Indemnitee from all liabilities and obligations with respect to such Third-Party Claim or delayedthe settlement imposes injunctive or other equitable relief against the Indemnitee. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); providedmay participate, however, any failure on the part of the 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 Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect to proceed with , through counsel of its own choice, in the defense of any such Proceeding, Third-Party Claim. Such assumption of the conduct and control of the settlement or fails defense shall not be deemed to so proceed be an admission or assumption of liability by the Indemnitor. (b) If the Indemnitee shall assume the control of the defense of any Third-Party Claim in a timely manneraccordance with the provisions of this Section 10.4, the Indemnitee(s) may proceed with Indemnitee shall have the sole right to assume the defense of and settle such Third-Party Claim. Notwithstanding the foregoing, the Indemnitor shall be entitled to participate, at its cost and expense, in the defense of such Proceeding with Third-Party Claim and to employ separate counsel reasonably satisfactory to of its choice for such purpose, and the Indemnitor and at Indemnitors’ expense; provided, however, that shall be entitled to contest the Indemnitee(s) may not settle or compromise reasonableness of any such Proceeding without the prior written consent of the Indemnitor settlement to which consent may it does not be unreasonably withheld, conditioned or delayedconsent.

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8, the The Indemnitor shall have the right, at its election and expense, to proceed with assume the defense of such Proceeding on its own with any third party action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnitee(s); providedIndemnified Person, and shall pay the fees and disbursements of such counsel. In the event, however, that such Indemnified Person shall reasonably determine in its judgment that having common counsel would present such counsel with a conflict of interest or alternative defenses shall be available to an Indemnified Person or if the Indemnitor shall fail to assume the defense of the action or proceeding in a timely manner, then such Indemnified Person may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnitor shall pay the reasonable fees and disbursements of such counsel; PROVIDED, HOWEVER, that the Indemnitor shall not settle be required to pay the fees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action or compromise proceeding. The Indemnified Person shall also have the right to participate in any action or proceeding defended by the Indemnitor and to retain its own counsel at such Proceeding Indemnified Person's own expense, so long as such participation does not interfere with the Indemnitor's control of such litigation. The Indemnitor further agrees that it shall not, without the prior written consent of the Indemnitee(s)Indemnified Person settle or compromise or consent to the entry of any judgment in any action or proceeding in respect of which indemnification may be sought hereunder unless such settlement, which compromise or consent shall not be unreasonably withheldinclude an unconditional release of each Indemnified Person under Section 7.2 or Section 7.3, conditioned as the case may be, from all liability arising out of such claim, action, suit or delayedproceeding. The Indemnitee(s) shall give In the event that, upon the failure of the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor elects to assume and control the to defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary action or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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 proceeding in a timely manner, the Indemnitee(s) may proceed with the defense of Indemnified Person shall defend, such Proceeding with counsel reasonably satisfactory Identified Person shall be entitle to settle, compromise or consent to the Indemnitor and at Indemnitors’ expense; providedentry of any judgment, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedand without affecting its rights against Indemnitor hereunder.

Defense of Third Party Claims. In Except as otherwise provided in Article 10, in the event of the assertion of any claim or the commencement by any Person of any Proceeding by (whether against an Acquired Company, against Purchaser or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any Indemnitee Seller may be entitled become obligated to indemnification hold harmless, indemnify, compensate or reimburse the Purchaser pursuant to this ARTICLE 8Article 10 (each, the Indemnitor a “Claim”), Purchaser shall have the right, at its election and expenseupon written notice to Seller within thirty (30) days of receipt of a Claim, to proceed assume the defense and control of such Claim; provided that Seller shall be permitted to participate in such prosecution and defense and Purchaser will provide Seller reasonable access to all relevant information and documentation relating to the Claim and the prosecution and defense thereof. If Purchaser so proceeds with the defense of any such Proceeding on Claim: (a) Seller shall make available to Purchaser any documents and materials in its possession or control that may be necessary to the defense of such Claim, or, in the event the delivery of such documents and materials would (i) violate Applicable Law or (ii) breach a Contract or obligation of confidentiality owing to a third party or (iii) constitute a waiver of the Seller’s attorney-client privilege, Seller shall provide summaries, excerpts or any other information in connection with such documents and materials to the maximum extent legally permissible and shall use reasonable efforts to assist and participate in such defense (at its own with counsel reasonably satisfactory expense, which amount shall not constitute “Damages” of the Seller) as it relates to such materials and documents; and (b) Purchaser shall not enter into settlement of any Claim without the Indemnitee(sprior written consent of Seller (which consent shall not be unreasonably withheld or delayed). Purchaser shall give Seller prompt notice of the commencement of any such Claim against the Purchaser; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor Seller shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Seller under this ARTICLE 8, Article 10 (except to the extent such failure materially prejudices the defense of such Proceeding). If Such notice shall describe the Indemnitor elects to assume and control Claim in reasonable detail based upon the defense of any such Proceeding: (a) at the request of the Indemnitorinformation then possessed by Purchaser, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed include copies of all material developments relating to such Proceeding; written evidence thereof, and (c) shall indicate the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceedingestimated amount, or fails to so proceed in a timely manner, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel if reasonably satisfactory practicable and to the Indemnitor and at Indemnitors’ expense; providedextent known to Purchaser, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor which consent Damages that have been or may not be unreasonably withheld, conditioned or delayedsustained by the Purchaser.

Defense of Third Party Claims. In (i) The Parent Indemnifying Person or the event of Seller Indemnifying Person (each, an “Indemnifying Person”), as applicable, shall be entitled, at its expense, to participate in the assertion defense of any claim or commencement Third-Party Claim and to receive copies of any Proceeding by any Person other than a Alliqua Group Member or AquaMed all pleadings, notices and communications with respect to which any Indemnitee may Third-Party Claim (to the extent that such participation and receipt of documents by the Indemnifying Person does not affect any privilege relating to the Indemnified Person) and, at its option (subject to the limitations set forth in this Section 7.5(c)), shall be entitled to assume control of such defense. (ii) Notwithstanding the foregoing, the Indemnifying Person shall not have the right to assume control (or the Indemnified Person shall have the right to take back control, as the case may be) of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Person if the Third-Party Claim which the Indemnifying Person seeks to assume control (A) seeks only non-monetary relief or (B) involves criminal or quasi-criminal allegations. (iii) If, pursuant to the terms of this Section 7.5(c), the Indemnifying Person is permitted to assume control of the defense of a Third-Party Claim and elects to do so, the Indemnified Person shall be entitled to receive copies of all pleadings, notices and communications with respect thereto (to the extent that such participation and receipt of documents by the Indemnified Person does not affect any privilege relating to the Indemnifying Person) and shall have the right to employ counsel separate from counsel employed by the Indemnifying Person in any such action and to participate in the defense thereof, but the fees and expenses of counsel employed by the Indemnified Person shall be at the expense of the Indemnified Person unless (A) the employment and payment of the Indemnified Person’s counsel has been specifically authorized by the Indemnifying Person in writing or (B) the Indemnified Person has been advised in writing by its counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Person and the Indemnifying Person. If the Indemnifying Person controls the defense of a Third-Party Claim in accordance with Section 7.5(c)(i) and Section 7.5(c)(ii), then the Indemnifying Person shall not enter into any settlement of such Third-Party Claim or cease to defend such Third-Party Claim without obtaining the prior written consent of the Indemnified Person if, pursuant to or as a result of such settlement or cessation, (A) any injunction or other equitable relief shall be imposed against the Indemnified Person or (B) the Indemnified Person shall not be expressly and unconditionally released, with prejudice, from any and all Liabilities with respect to such Third-Party Claim and all other claims arising out of the same or similar facts and circumstances. (iv) If, pursuant to this Section 7.5(c), the Indemnifying Person is not permitted to assume control of the defense of a Third-Party Claim or does not elect to do so, then the Indemnified Person shall control such defense and the costs and expenses incurred by the Indemnified Person in connection with such defense (including reasonable attorney’s fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which the Indemnified Person may seek indemnification pursuant to this ARTICLE 8, a Claim made by such Indemnified Person hereunder. No Indemnified Person shall enter into any settlement of a Third-Party Claim without the Indemnitor prior written consent of the Indemnifying Person (which consent shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(snot be unreasonably withheld or delayed); provided, however, that if the Indemnitor Indemnifying Person shall not settle or compromise have consented in writing to any such Proceeding without settlement (or a portion thereof if such settlement also relates to a matter or matters for which indemnification is not provided hereunder) then the prior written consent Indemnifying Person shall have no power or authority to object to any Claim by any Indemnified Person for indemnification under Section 7.2 or Section 7.3 for the amount of such settlement and the Indemnitee(s)Indemnifying Person shall remain responsible for indemnifying the Indemnified Persons for all Damages incurred, which consent shall not be unreasonably withheldresulting from, conditioned arising out of or delayed. The Indemnitee(s) shall give caused by the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except Third-Party Claim to the fullest 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(s) shall make available to the Indemnitor any documents and materials provided in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedthis Article 7.

Defense of Third Party Claims. In Except as otherwise provided in Article 5 or further below in this Section 6.05, in the event of the assertion of any claim actual or commencement of any Proceeding by any Person other than a Alliqua Group Member possible claim, demand, suit, action, arbitration, investigation, inquiry or AquaMed with respect to which any Indemnitee proceeding that has been or may be entitled brought or asserted by a third party against an Indemnified Party and that may be subject to indemnification pursuant to this ARTICLE 8Agreement (each, the Indemnitor a “Third-Party Claim”), Buyer shall have the right, at its election and expenseelection, to proceed with the defense of such Proceeding Third-Party Claim on its own own. If Buyer so proceeds with counsel reasonably satisfactory the defense of any such Claim: (a) Each Seller shall use commercially reasonable efforts to cause each Indemnifying Party (to the Indemnitee(s)extent a Seller or its Affiliates) to, make available to Buyer any documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim; (b) Buyer shall notify Sellers’ Representative of the progress of any such Third-Party Claim as reasonably requested by Sellers’ Representative; provided, however, that the Indemnitor and (c) Buyer shall not settle have the right to settle, adjust or compromise any such Proceeding Third-Party Claim without the prior written consent of the Indemnitee(s), Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitee(s) Buyer shall give the Indemnitor Sellers’ Representative prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding Third-Party Claim against Buyer or the Indemnitee(sCompany (the “Third-Party Claim Notice”); provided, provided however, that any failure on the part of the Indemnitee(s) Buyer to so notify the Indemnitor Sellers’ Representative shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), under applicable Indemnifying Party pursuant to this ARTICLE 8, Article 6 (except and only to the extent such failure materially prejudices the defense of such ProceedingThird-Party Claim). If The Third-Party Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Indemnitor elects third party making such claim (to assume the extent then in possession by Buyer) and control shall describe in reasonable detail (to the defense of any extent then known by Buyer) the facts constituting the basis for such Proceeding: (a) at claim and the request amount of the Indemnitorclaimed Damages. Sellers’ Representative shall be entitled on behalf of the applicable Indemnifying Party, at his sole option and expense, to participate in, but not to conduct, any defense and investigation of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim. Buyer shall consider in good faith any recommendations made by the Indemnitee(s) shall make available Sellers’ Representative with respect to the Indemnitor any documents and materials in Third-Party Claim. Notwithstanding the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) foregoing, Sellers’ Representative shall have the right to participate right, at its election and at its expense, and in the defense lieu of such Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect Buyer, to proceed with the defense of a Third-Party Claim on its own, provided that (i) Sellers’ Representative acknowledges to Buyer that that the Buyer Indemnified Party is entitled to indemnified pursuant to this Article 6, (ii) the third party seeks monetary damages only, (iii) an adverse resolution of the Third-Party Claim would not reasonably be expected to have a material adverse effect on (A) the goodwill or reputation of Buyer or any such ProceedingBuyer Indemnified Party or the future conduct of any of their respective businesses, or (B) the assets, liabilities, revenues or expenses of Buyer or any Buyer Indemnified Party, (iv) the maximum monetary liability sought under such Third-Party Claim is less than or equal to the amount of the Holdback Funds then actually remaining unpaid, less the aggregate amount of all other unresolved claims for indemnification pending hereunder, (v) the subject matter of such Third-Party Claim does not relate to intellectual property or employee or employee benefit matters. If Sellers’ Representative has the right to assume the defense of such Third-Party Claim pursuant to this paragraph but fails to notify Buyer in writing of its election to do so proceed within 15 days of delivery of the Third-Party Claim Notice, then Buyer shall be entitled to conduct the defense of such Third-Party Claim in a timely manner, the Indemnitee(s) may proceed its sole discretion. If Sellers’ Representative so proceeds with the defense of any such Proceeding with counsel Claim: (d) Buyer shall reasonably satisfactory make available to Sellers’ Representative any documents and materials in its possession or control that may be necessary to the Indemnitor and at Indemnitorsdefense of such Third-Party Claim; (e) Sellers’ expenseRepresentative shall regularly update Buyer of the progress of any such Third-Party Claim; providedand (f) Sellers’ Representative shall not have the right to settle, however, that the Indemnitee(s) may not settle adjust or compromise any such Proceeding Third-Party Claim without the prior written consent of the Indemnitor Buyer (which consent may shall not be unreasonably withheld, conditioned or delayed). Buyer shall be entitled, at its sole option and expense, to participate in, but not to conduct, any defense and investigation of such Third-Party Claim or settlement negotiations with respect to Third-Party Claim for which Sellers’ Representative has assumed the defense pursuant to this Section 6.05. Sellers’ Representative shall consider in good faith any recommendations made by the Buyer Indemnified Parties with respect to such Third-Party Claims.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Company, Parent or against any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) 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 ARTICLE 8Section 10, the Indemnitor Parent shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If Parent so proceeds with the defense of any such claim or Legal Proceeding: (a) all reasonable expenses relating to the defense of such claim or Legal Proceeding by counsel reasonably satisfactory to the Indemnitee(sShareholders' Agent shall be borne and paid exclusively from the Holdback Shares; (b) each Indemnitor shall make available to Parent any documents and materials in his, her or its possession or control that reasonably may be necessary to the defense of such claim or Legal Proceeding; and (c) Parent shall have the right to settle, adjust or compromise such claim or Legal Proceeding with the written consent of the Shareholders' Agent (as defined in Section 11.2); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) Parent shall give the Indemnitor Shareholders' Agent prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against Parent or the Indemnitee(s)Company; provided, however, that any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Shareholders' Agent shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Section 10 (except to the extent such failure materially prejudices the defense of such Legal Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) Parent shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to conduct the defense of such Proceeding; (b) claim or Legal Proceeding diligently and in good faith using all reasonable means and defenses available to it or to the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) Company. The Shareholders' Agent shall have the right right, if it so notifies Parent with reasonable promptness after receipt of Parent's claim notice, to participate assist at its own expense and with counsel of its choice in the defense of such claim or Legal Proceeding at by Parent (or in the Indemnitee’s own expensecase of a claim or Legal Proceeding against the Company, by the Company). In such event, Parent shall afford the Shareholders' Agent and its counsel a reasonable opportunity to comment and the right to object (which right shall not be unreasonably exercised) with respect to the conduct of the defense of such claim or Legal Proceeding. Parent shall keep the Shareholders' Agent reasonably informed of the progress of any claim or Legal Proceeding and its defense, and shall with reasonable promptness provide the Shareholders' Agent with copies of all material notices, written communications and filings (including court papers) made by or on behalf of any of the parties to the underlying claim or Legal Proceeding. If the Indemnitor Parent does not elect to proceed with the defense of any such claim or Legal Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) Shareholders' Agent may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseParent; provided, however, that the Indemnitee(s) Shareholders' Agent may not settle settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of the Indemnitor Parent (which consent may not be unreasonably withheld, conditioned or delayed).

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 by (whether against the Surviving Corporation, against Parent or against any Person other than a Alliqua Group Member or AquaMed Person) 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 ARTICLE 8Article 10 (each, the Indemnitor a “Claim”), Parent shall have the right, at its election and expenseelection, to proceed with the defense of such Proceeding Claim on its own own. If Parent so proceeds with counsel reasonably satisfactory the defense of any such Claim: (a) the Shareholder Representative shall, and shall use commercially reasonable efforts to cause each Indemnitor to, make available to Parent any documents and materials in its possession or control that may be necessary to the Indemnitee(s)defense of such Claim; provided, however, that the Indemnitor and (b) Parent shall not settle have the right to settle, adjust or compromise any such Proceeding without the prior written consent of the Indemnitee(s), Shareholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed), it being understood that the Shareholder Representative shall consent to any settlement, adjustment or compromise of such Proceeding that Parent may recommend that (i) requires indemnification under this Article 10 in an amount less than the remaining balance of the General Escrow Fund and (ii) does not otherwise impose any equitable remedy on any Company Shareholder or any of their respective assets. The Indemnitee(s) Parent shall give the Indemnitor Shareholder Representative prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding Claim against Parent or the Indemnitee(s)Surviving Corporation; provided, however, that any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Shareholder Representative shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Article 10 (except to the extent such failure actually and 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement Legal Proceeding (whether against Merger Sub or any of the Acquired Corporations, against Parent or against any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any of the Stockholders may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Parent shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If Parent so proceeds with counsel reasonably satisfactory the defense of any such claim or Legal Proceeding: (a) all reasonable expenses relating to the Indemnitee(s)defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Stockholders; (b) each Stockholder shall make available to Parent any documents and materials in his or its possession or control that may be necessary to the defense of such claim or Legal Proceeding; providedand (c) Parent shall have the right to settle, however, that the Indemnitor shall not settle adjust or compromise any such claim or Legal Proceeding without with the prior written consent of the Indemnitee(s)Stockholders' Agent; PROVIDED, which HOWEVER, that such consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) Parent shall give the Indemnitor Stockholders' Agent prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against Parent, Merger Sub or any of the Indemnitee(s)Acquired Corporations; providedPROVIDED, howeverHOWEVER, any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Stockholders' Agent shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Stockholders under this ARTICLE 8, Section 9 (except to the extent such failure materially prejudices the defense of such Legal Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor Parent does not elect to proceed with the defense of any such claim or Legal Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) Stockholders' Agent may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseParent; providedPROVIDED, howeverHOWEVER, that the Indemnitee(s) Stockholders' Agent may not settle settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of the Indemnitor Parent (which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. (a) In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against the Purchaser, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Seller, on one hand, and the Purchaser, on the other hand, may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Indemnitee shall have the right, at its election and expenseelection, to proceed with designate the Indemnitor to assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations sole expense of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor Indemnitee so elects to designate the Indemnitor to assume and control the defense of any such claim or Proceeding: : (ai) at the request of Indemnitor shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitor, Indemnitee; (ii) the Indemnitee(s) Indemnitee shall make available to the Indemnitor any non-privileged documents and materials in the possession of the Indemnitee(s) Indemnitee that may be necessary or useful to the defense of such claim or Proceeding; ; (biii) the Indemnitor shall keep the Indemnitee(s) reasonably Indemnitee informed of all material developments and events relating to such claim or Proceeding; and ; (civ) the Indemnitee(s) Indemnitee shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If claim or Proceeding; (v) the Indemnitor does shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitee provided, however, that the Indemnitee shall not unreasonably withhold such consent; and (vi) the Indemnitee may at any time (notwithstanding the prior designation of the Indemnitor to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. (b) If the Indemnitee does not elect to designate the Indemnitor to assume the defense of any such claim or Proceeding (or if, after initially designating the Indemnitor to assume such defense, the Indemnitee elects to assume such defense), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnitor; (ii) the Indemnitor shall make available to the Indemnitee any documents and materials in the possession or control of either of the Indemnitor or any Affiliate of the Indemnitor that may be necessary to the defense of such claim or Proceeding; (iii) the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and (iv) the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnitor; provided, however, that the Indemnitor shall not unreasonably withhold such consent. (c) Notwithstanding anything in this Agreement to the contrary, if the Indemnitee determines in good faith that it is likely that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, regardless of whether or not the Indemnitee had previously elected to allow the Proceedings to be conducted pursuant to Section 9.5(a) or 9.5(b) above, at any time by notice to the Indemnitor assume the exclusive right to defend, compromise or settle such Proceeding without the consent may of the Indemnitor. If the Indemnitee proceeds without the consent of the Indemnitor, then any amount paid or remedy allowed by the Indemnitee will not be unreasonably withheld, conditioned or delayedused as a measure of Damages against the Indemnitor in any claim for indemnification.

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua BioTime Group Member or AquaMed AgeX Group Member with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8, the Indemnitor shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member BioTime, BAC or AquaMed Geron of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Indemnitor(s) shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s); provided, however, that the Indemnitor Indemnitor(s) shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor Indemnitor(s) prompt written notice after the Indemnitee it becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor Indemnitor(s) shall not limit any of the obligations of the IndemnitorIndemnitor(s), or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, Section 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(s) shall make available to the Indemnitor Indemnitor(s) any material documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor Indemnitor(s) shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s its own expense. If the Indemnitor Indemnitor(s) does not elect to proceed with the defense of any such Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseIndemnitor(s); provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor Indemnitor(s) (which consent may not be unreasonably withheld, conditioned or delayed.). CONFIDENTIAL

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 by any Person other than a Alliqua Group Member or AquaMed 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 ARTICLE 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 and expenseelection, to proceed with with, and to control, the defense of such Proceeding Claim on its own with counsel reasonably satisfactory to the Indemnitee(s)own; provided, however, that the Indemnitor shall Securityholder Representative or the Parent, as applicable, and its counsel (at the Indemnitors’ sole expense) may participate in (but not settle 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 compromise any other legal privilege. If the applicable Responsible Party so proceeds with the defense of any such Proceeding without Claim, the Securityholder Representative or the Parent, as applicable, shall, and shall use reasonable best efforts to cause each Indemnitor to, make available to the Securityholder Representative or Parent, as applicable, any documents and materials in |US-DOCS\123754940.16|| such Person’s possession or control that may be necessary to the defense of such Claim. Except with the prior written consent of the Indemnitee(s)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 (which such consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give ), any amount paid in the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement settlement or resolution of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part Claim shall not be determinative of the Indemnitee(s) to so notify the Indemnitor shall not limit any existence of the obligations or amount of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments indemnifiable Damages hereunder relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedmatter.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of any Legal Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which the Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 10, the Indemnitor Purchaser shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If the Purchaser so proceeds with counsel reasonably satisfactory the defense of any such claim or Legal Proceeding: (a) for the avoidance of doubt, all reasonable expenses relating to the Indemnitee(s)defense of such claim or Legal Proceeding shall be recoverable Damages for purposes of this Section 10; (b) the Seller shall make available to the Purchaser any documents and materials in the Seller’s possession or control that may be reasonably necessary to the defense of such claim or Legal Proceeding; (c) the Purchaser shall keep the Seller reasonably apprised of the material developments in such claim or Legal Proceeding; and (d) the Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding without the consent of the Seller; provided, however, that if the Indemnitor shall not settle Purchaser settles, adjusts or compromise compromises any such claim or Legal Proceeding without the prior written consent of the Indemnitee(s)Seller, which consent such settlement, adjustment or compromise shall not be conclusive evidence of: (i) whether any Damages incurred by an Indemnitee in connection with such claim or Legal Proceeding are the valid subject of a claim under Section 10.2; or (ii) the amount of any Damages that are actually suffered or incurred by the Indemnitee in connection with such claim or Legal Proceeding (it being understood that if the Purchaser requests that the Seller consent to a settlement, adjustment or compromise, the Seller shall not unreasonably withheldwithhold, conditioned delay or delayedcondition such consent). The Indemnitee(s) Purchaser shall give the Indemnitor Seller prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against the Indemnitee(s)Purchaser; provided, however, that any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.the

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against the Purchaser or Seller, against any Proceeding by other Purchaser or Seller Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Seller or the Purchaser, as the case may be, may become obligated to indemnify, hold harmless, compensate or reimburse any Purchaser or Seller Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 4, the Indemnitor Purchaser or the Seller, as the case may be, shall have the right, at its election and expenseelection, to proceed with designate the Purchaser or the Seller, as the case may be, to assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent sole expense of the Indemnitee(s)Purchaser or the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give as the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceedingcase may be. If the Indemnitor Purchaser or Seller so elects to designate the Purchaser or the Seller, as the case may be, to assume and control the defense of any such claim or Proceeding: : (a) at the request of Purchaser or the IndemnitorSeller, as the Indemnitee(scase may be, shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser or the Seller, as the case may be; (b) the Purchaser or the Seller, as the case may be, shall make available to the Indemnitor Seller or the Purchaser, as the case may be, any non-privileged documents and materials in the possession of the Indemnitee(s) Purchaser or the Seller, as the case may be, that may be necessary or useful to the defense of such claim or Proceeding; ; (bc) the Indemnitor Seller or the Purchaser, as the case may be, shall keep the Indemnitee(s) reasonably Purchaser or the Seller, as the case may be, informed of all material developments and events relating to such claim or Proceeding; and ; (cd) the Indemnitee(s) Purchaser or the Seller, as the case may be, shall have the right to participate in the defense of such Proceeding at claim or Proceeding; (e) the Indemnitee’s own expense. If Seller or the Indemnitor does Purchaser, as the case may be, shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitor Purchaser or the Seller, as the case may be, which consent may not be unreasonably withheld; and (f) the Purchaser or the Seller, conditioned as the case may be, may at any time (notwithstanding the prior designation of the Seller or delayedthe Purchaser, as the case may be, to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against Merger Sub or the Company, against Parent or against any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any of the Indemnitors may, in Parent's reasonable judgment, become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Parent shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. The Merger Stockholders shall be entitled, at their expense, to participate in any defense of such claim or Legal Proceeding. If Parent so proceeds with counsel reasonably satisfactory the defense of any such claim or Legal Proceeding: (a) each Indemnitor shall make available to Parent any documents and materials in his or its possession or control that may be necessary to the Indemnitee(s)defense of such claim or Legal Proceeding; providedand (b) Parent shall have the right to settle, however, that the Indemnitor shall not settle adjust or compromise any such claim or Legal Proceeding without only with the prior written consent of the Indemnitee(s)Stockholders' Agent; PROVIDED, which HOWEVER, that such consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) Parent shall give the Indemnitor Stockholders' Agent prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against Parent, Merger Sub or the Indemnitee(s)Company; providedPROVIDED, howeverHOWEVER, any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Stockholders' Agent shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Section 9 (except to the extent such failure materially prejudices the defense of such Legal Proceeding). If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor Parent does not elect to proceed with the defense of any such claim or Legal Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) Stockholders' Agent may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to Parent and the Indemnitor and at Indemnitors’ expenseexpense of said defense shall be paid out of the Escrow Fund; providedPROVIDED, howeverHOWEVER, that the Indemnitee(s) Stockholders' Agent may not settle settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of the Indemnitor Parent (which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Surviving Corporation, against Purchaser or against any Proceeding by any Person other than a Alliqua Group Member or AquaMed Indemnitee) with respect to which the Key Employee would be obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 7, the Indemnitor Purchaser shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If Purchaser so proceeds with counsel reasonably satisfactory the defense of any such claim or Legal Proceeding: (a) subject to the Indemnitee(s)provisions of Section 7.3, all reasonable expenses relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Key Employee; (b) the Key Employee shall make available to Purchaser any documents and materials in his possession or control that may be necessary to the defense of such claim or Legal Proceeding; (c) Purchaser shall reasonably consult with and inform the Key Employee of the progress of such defense; providedand (d) Purchaser shall have the right to settle, however, that the Indemnitor shall not settle adjust or compromise any such claim or Legal Proceeding without with the prior written consent of the Indemnitee(s)Key Employee; PROVIDED, which HOWEVER, that such consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) Purchaser shall give the Indemnitor Key Employee prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against Purchaser or the Indemnitee(s)Surviving Corporation; providedPROVIDED, howeverHOWEVER, that any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor Key Employee shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Key Employee under this ARTICLE 8, Section 7 (except to the extent such failure materially prejudices the defense of such Legal Proceeding. If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member BioTime, BAC or AquaMed Geron of any Proceeding with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Indemnitor(s) shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s); provided, however, that the Indemnitor Indemnitor(s) shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor Indemnitor(s) prompt written notice after the Indemnitee it becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor Indemnitor(s) shall not limit any of the obligations of the IndemnitorIndemnitor(s), or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, Section 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(s) shall make available to the Indemnitor Indemnitor(s) any material documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor Indemnitor(s) shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s its own expense. If the Indemnitor Indemnitor(s) does not elect to proceed with the defense of any such Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseIndemnitor(s); provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor Indemnitor(s) (which consent may not be unreasonably withheld, conditioned or delayed).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Purchaser or any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) (hereinafter an "Indemnitee") with respect to which the Seller or Purchaser (hereinafter an "Indemnitor") may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article VI, the Indemnitor shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own with by appointing legal counsel reasonably satisfactory acceptable to the Indemnitee(sIndemnitee to be the lead counsel in connection with such defense (it being understood that an Indemnitee shall be entitled to withhold consent if the Indemnitor's counsel is subject to a conflict of interest); provided, that: (a) the Indemnitor acknowledges and agrees in writing that the Seller Claim is an indemnifiable claim for which the Indemnitor has an indemnification obligation pursuant to this Article VI; and (b) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on Indemnitee or otherwise would restrict the activities of the Indemnitee, or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claims. The Indemnitee shall give the Indemnitor prompt notice in writing of the commencement of any such Legal Proceeding against the Indemnitee to which this Article VI would be applicable; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitee under this ARTICLE 8, Article VI (except to the extent such failure materially prejudices the defense of such Legal Proceeding. If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense). If the Indemnitor does not elect to proceed with the defense of any such Proceeding, claim or fails to Legal Proceeding or does not do so proceed in a timely manneraccordance with the terms of this Section 6.7, the Indemnitee(s) Indemnitee may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory selected by Indemnitee, all reasonable expenses relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Indemnitor, and the Indemnitor shall reasonably cooperate with the Indemnitee, as applicable, by providing copies of records and at Indemnitors’ expense; providedinformation that are reasonably relevant to such Legal Proceeding;provided, however, that if the Indemnitee(s) may Indemnitee has acknowledged its liability to provide indemnity, but has not settle or compromise any such Proceeding without exercised its right to control the defense, the Indemnitee shall obtain the prior written consent of the Indemnitor (which consent may shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on the Indemnitor or otherwise would restrict the activities of the Indemnitor, or if such settlement does not expressly and unconditionally release the Indemnitor from all liabilities and obligations with respect to such claims.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of any Legal Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which the Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 10, the Indemnitor Purchaser shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If the Purchaser so proceeds with the defense of any such claim or Legal Proceeding: (a) for the avoidance of doubt, all reasonable expenses relating to the defense of such claim or Legal Proceeding shall be recoverable Damages for purposes of this Section 10; (b) the Seller shall make available to the Purchaser any documents and materials in the Seller’s possession or control that may be reasonably necessary to the defense of such claim or Legal Proceeding; (c) the Purchaser shall keep the Seller reasonably apprised of the material developments in such claim or Legal Proceeding; and (d) the Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding without the consent of the Seller; provided, however, that if the Purchaser settles, adjusts or compromises any such claim or Legal Proceeding without the consent of the Seller, such settlement, adjustment or compromise shall not be conclusive evidence of: (i) whether any Damages incurred by an Indemnitee in connection with such claim or Legal Proceeding are the valid subject of a claim under Section 10.2; or (ii) the amount of any Damages that are actually suffered or incurred by the Indemnitee in connection with such claim or Legal Proceeding (it being understood that if the Purchaser requests that the Seller consent to a settlement, adjustment or compromise, the Seller shall not unreasonably withhold, delay or condition such consent). The Purchaser shall give the Seller prompt notice of the commencement of any such Legal Proceeding against the Purchaser; provided, however, that any failure on the part of the Purchaser to so notify the Seller shall not limit any of the Indemnification Obligations of the Seller (except to the extent such failure materially prejudices the Seller’s rights hereunder). If the Purchaser does not elect to proceed with the defense, settlement, adjustment or compromise of any such claim or Legal Proceeding, the Seller may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the Indemnitee(s)Purchaser; provided, however, that the Indemnitor shall Seller may not settle settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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: Purchaser (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned withheld or delayed).

Defense of Third Party Claims. In the event of the assertion of any claim or commencement of any Proceeding (a) Upon receipt by any Person other than seeking to be indemnified pursuant to Section 12.2 (the “Indemnitee”) of notice of any actual or possible Action that has been or may be brought or asserted by a Alliqua Group Member or AquaMed third party against such Indemnitee and that may be subject to indemnification hereunder (a “Third-Party Claim”), the Indemnitee shall promptly deliver a Claim Certificate with respect to which any such Third-Party Claim to the Person from whom indemnification is sought under Section 12.2 (the “Indemnitor”). For the avoidance of doubt, all notices to be delivered to (or by) the Pre-Closing Holders (as either an Indemnitor or Indemnitee may hereunder) shall be entitled delivered to indemnification pursuant to this ARTICLE 8the Holder Representative, acting on behalf of the Indemnitor Pre-Closing Holders. The Indemnitee shall have the right, at its election and expenseelection, to proceed with the defense of such Proceeding Third-Party Claim on its own own. If Indemnitee so proceeds with counsel reasonably satisfactory the defense of any such Third-Party Claim: (i) Indemnitor shall, and shall use commercially reasonable efforts to cause each other Indemnitor to, make available to Indemnitee any documents and materials in its possession or control that may be necessary to the Indemnitee(s)defense of such Third-Party Claim; and (ii) Indemnitee shall have the right to control, settle, adjust or compromise such Action without the consent of the Indemnitor; provided, however, that except with the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement of any such Action shall be determinative of either the fact that such liability may be recovered by the applicable Indemnitee in respect of such Action pursuant to the indemnification provisions of this Article XII or the amount of such liability that may be recovered by the applicable Indemnitee in respect of such Third-Party Claim pursuant to the indemnification provisions of this Article XII. If the Indemnitor consents to such settlement, the Indemnitor will not have any power or authority to object to the amount or validity of any claim by or on behalf of an Indemnitee for indemnity with respect such settlement. (b) The Indemnitee(s) Indemnitee shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s)Third-Party Claim; provided, however, that any failure on the part of the Indemnitee(s) Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Article XII (except to the extent such failure prejudices the defense of such Proceeding. If Action). (c) Notwithstanding the Indemnitor elects to assume and control foregoing, this Section 12.5 shall not govern the defense of any such Proceeding: (a) at the request of the IndemnitorThird-Party Claims for Taxes, the Indemnitee(s) which shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expensegoverned instead by Section 8.4(f); provided, howeverfor the avoidance of doubt, that the Indemnitee(s) may this sentence shall not settle or compromise prevent any such Proceeding without the prior written consent of the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedBuyer Indemnitee from making any claims under Section 12.2 related to Taxes.

Defense of Third Party Claims. In Any claim or demand set forth in a Notice of Claim relating to a Claim by any third party (a "Third-Party Claim") shall be subject to the event following terms and conditions: (a) Upon receipt of a Notice of Claim, the Indemnitor shall be entitled, at its own expense, to participate in and, upon notice to the Indemnitee, to undertake the defense of the assertion respective Third-Party Claim in good faith by counsel of any claim or commencement its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee; provided, however, that, if in the Indemnitee's reasonable judgment, a conflict of any Proceeding by any Person other than a Alliqua Group Member or AquaMed with interest may exist between the Indemnitee and the Indemnitor in respect to which any Indemnitee may of such Third-Party Claim, each party shall be entitled to indemnification pursuant select counsel of its own choosing, in which event each party shall be obligated to this ARTICLE 8pay the fees and expenses of its own counsel. (b) If within thirty (30) days after written notice to the Indemnitee of the Indemnitor's intention to undertake the defense of any such Third-Party Claim, the Indemnitor shall fail to defend the Indemnitee against whom such Third-Party Claim shall have been asserted, the Indemnitee shall have the right (but not the obligation) to undertake the defense, compromise or settlement of such Third-Party Claim on behalf of, and for the account and at the risk of, the Indemnitor. (c) Notwithstanding anything in this Section 9.06 to the contrary, (i) should there be a reasonable probability in the Indemnitee's judgment that a Third-Party Claim asserted against the Indemnitee may materially and adversely affect the Indemnitee other than as a result of the imposition of money damages or other money payments, the Indemnitee shall have the right, at its election and expensesole option, to proceed with take over the defense of such Proceeding on its own with counsel reasonably satisfactory Third-Party Claim (in which case the Indemnitor and the Indemnitee shall share equally the cost and expense of such defense) or to co-defend such Third-Party Claim (in which case the Indemnitee(sIndemnitee shall bear the cost and expense of the additional counsel); provided, however, that ; (ii) the Indemnitor shall not settle or compromise any such Proceeding not, without the prior written consent of the Indemnitee(s), Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8pay, 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 Third-Party Claim or consent to entry of any judgment relating to any such Third-Party Claim, unless such settlement, compromise or judgment shall include as an unconditional term thereof that the claimant or the plaintiff shall release the Indemnitee from all liabilities in respect of such Third-Party Claim; and (iii) the Indemnitee shall not, without the prior written consent of the Indemnitor (which consent may shall not be unreasonably withheld) pay, conditioned settle or delayedcompromise any Third-Party Claim or consent to entry of any judgment relating to any Third-Party Claim; provided, however, that the Indemnitee shall have the right so to settle, compromise or consent, but in such event the Indemnitee shall waive any right to indemnification by the Indemnitor in respect of such Third-Party Claim unless the Indemnitor shall have unreasonably withheld its consent. (d) The Indemnitor and the Indemnitee shall each provide the other and their respective representatives with reasonable access to all of their respective records and documents relating to any Third-Party Claim and shall co-operate fully, each with the other, in the defense of all such claims; provided, however, that nothing herein stated or otherwise implied shall be deemed to waive any attorney-client, work-product or joint-defense privilege.

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 by (whether against the Surviving Corporation, against Parent or against any Person other than a Alliqua Group Member or AquaMed Person) 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 ARTICLE 8Article 10 (each, the Indemnitor a “Claim”), Parent shall have the right, at its election and expenseelection, to proceed with the defense of any such Claim on its own. If Parent so proceeds with the defense of any such Claim: (a) the Equityholder Representative and each Indemnitor shall make available to Parent any documents and materials in its respective possession or control that may be necessary to the defense of such Claim; (b) Parent shall have the right to settle, adjust or compromise such Proceeding on its own with counsel reasonably satisfactory to without the Indemnitee(s)consent of the Equityholder Representative; provided, however, that except with the Indemnitor shall not settle or compromise consent of the Equityholder Representative, no settlement of any such Proceeding without shall be determinative of either the prior written consent fact that liability may be recovered by the applicable Indemnitee in respect of such Proceeding pursuant to the indemnification provisions of this Article 10 or the amount of such liability that may be recovered by the applicable Indemnitee in respect of such Third-Party Claim pursuant to the indemnification provisions of this Article 10; and (c) Parent shall (A) allow the Equityholder Representative to participate in the defense of such claim (at the sole cost and expense of the Indemnitee(s)Equityholders) and (B) undertake the defense of and use all reasonable efforts to defend such claim and shall consult with the Equityholder Representative regarding the strategy for defense of such claim, which consent shall not be unreasonably withheld, conditioned or delayedincluding with respect to Parent’s choice of legal counsel. The Indemnitee(s) Parent shall give the Indemnitor Equityholder Representative prompt written notice after the Indemnitee becomes aware (and, in any event, within three (3) Business Days thereof) of the commencement of any such Proceeding Claim (a “Claim Notice”) against the Indemnitee(s)any Indemnitee; provided, however, that any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Equityholder Representative shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Article 10 (except to the extent such failure prejudices the defense of such Proceeding). If The parties agree to cooperate fully with each other in connection with the Indemnitor elects defense, negotiation or settlement of any claim for indemnification pursuant to this Article 10. In addition, in connection with such claim for indemnification, Parent and its Affiliates shall provide the Equityholder Representative and its Representatives the same access to information of the Company that the Parent is afforded pursuant to Section 5.04 and reasonable access to legal counsel to Parent with respect to any such claim for indemnification. The Equityholder Representative shall have fifteen (15) days after receipt of the Claim Notice to notify Parent that it desires to defend Parent against such Claim; provided, that the Equityholder Representative may only assume and control the defense of any such Proceeding: a Claim if (a) at the request of the Indemnitorit acknowledges to Parent in writing that there exists an indemnification obligation relating to such Claim, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep amount claimed in such Claim is less than or equal to the Indemnitee(s) reasonably informed current balance of all material developments relating to such Proceeding; and the Indemnity Escrow Fund, (c) such Claim does not primarily seek as a remedy the Indemnitee(simposition of an equitable remedy that is binding upon Parent or any of its Affiliates (including any of the Acquired Companies), (d) such Claim does not relate to or arise in connection with any criminal Claim brought by a Governmental Authority, (e) such Claim does not involve a Significant Customer or a Significant Supplier, and (f) an adverse resolution of such third-party claim would not reasonably be expected to have a material and adverse effect on the business or operations Parent. If the Equityholder Representative assumes the defense of Parent against such Claim in accordance with the foregoing provisions, the Equityholder Representative shall have the right to participate settle, adjust or compromise such Claim without the consent of Parent; provided, that the sole remedy in any such settlement, adjustment or compromise must be an amount of cash (that, for the defense avoidance of such Proceeding at the Indemnitee’s own expense. If the Indemnitor doubt, does not elect include any equitable remedy or injunctive relief) that is less than or equal to proceed with the defense current balance of any such Proceeding, or fails to so proceed the Indemnity Escrow Fund and that is accompanied by an irrevocable release of all related claims against the Acquired Companies in a timely manner, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel form 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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedParent.

Defense of Third Party Claims. In Except as otherwise provided in Article 10, in the event of the assertion of any claim or the commencement by any Person of any Proceeding by (whether against an Acquired Company, against Purchaser or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Sellers may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article 10 (each, the Indemnitor a “Claim”), Purchaser shall have the right, at its election and expenseupon written notice to the Sellers within thirty (30) days of receipt of a Claim, to proceed assume the defense and control of such Claim; provided that the Sellers shall be permitted to participate in such prosecution and defense and Purchaser will provide the Sellers reasonable access to all relevant information and documentation relating to the Claim and the prosecution and defense thereof. If Purchaser so proceeds with the defense of any such Proceeding on Claim: (a) The Sellers shall make available to Purchaser any documents and materials in its possession or control that may be necessary to the defense of such Claim, or, in the event the delivery of such documents and materials would (i) violate Applicable Law or (ii) breach a Contract or obligation of confidentiality owing to a third party or (iii) constitute a waiver of a Seller’s attorney-client privilege, the Sellers shall provide summaries, excerpts or any other information in connection with such documents and materials to the maximum extent legally permissible and shall use reasonable efforts to assist and participate in such defense (at its own with counsel reasonably satisfactory to the Indemnitee(s); providedexpense, however, that the Indemnitor which amount shall not settle or compromise constitute “Damages” of the Sellers) as it relates to such materials and documents; and (b) Purchaser shall not enter into settlement of any such Proceeding Claim without the prior written consent of the Indemnitee(s), Sellers (which consent shall not be unreasonably withheld, conditioned withheld or delayed). The Indemnitee(s) Purchaser shall give the Indemnitor Sellers prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding Claim against the Indemnitee(s)an Indemnitee; provided, however, that any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor Sellers shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Sellers under this ARTICLE 8, Article 10 (except to the extent such failure materially prejudices the defense of such Proceeding). If Such notice shall describe the Indemnitor elects to assume and control Claim in reasonable detail based upon the defense of any such Proceeding: (a) at the request of the Indemnitorinformation then possessed by Purchaser, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed include copies of all material developments relating written evidence thereof, and shall indicate the estimated amount, if reasonably practicable and to such Proceeding; and (c) the Indemnitee(s) shall extent known to Purchaser, of the Damages that have the right to participate in the defense of such Proceeding at been or may be sustained by 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Purchaser or any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) (hereinafter an "Indemnitee") with respect to which the Seller or Purchaser (hereinafter an "Indemnitor") may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 4, the Indemnitor shall have the right, at its election and expenseelection, to proceed with the defense defence of such claim or Legal Proceeding on its own with by appointing legal counsel reasonably satisfactory acceptable to the Indemnitee(sIndemnitee to be the lead counsel in connection with such defence (it being understood that an Indemnitee shall be entitled to withhold consent if the Indemnitor's counsel is subject to a conflict of interest); provided, that: (a) the Indemnitor acknowledges and agrees in writing that the Seller Claim is an indemnifiable claim for which the Indemnitor has an indemnification obligation pursuant to this Article VI; and (b) if the Indemnitor shall control the defence of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on Indemnitee or otherwise would restrict the activities of the Indemnitee, or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claims. The Indemnitee shall give the Indemnitor prompt notice in writing of the commencement of any such Legal Proceeding against the Indemnitee to which this Section 4 would be applicable; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitee under this ARTICLE 8, Section 4.1 (except to the extent such failure materially prejudices the defense defence of such Legal Proceeding. If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense). If the Indemnitor does not elect to proceed with the defense defence of any such Proceeding, claim or fails to Legal Proceeding or does not do so proceed in a timely manneraccordance with the terms of this Section 4.5, the Indemnitee(s) Indemnitee may proceed with the defense defence of such claim or Legal Proceeding with counsel reasonably satisfactory selected by Indemnitee, all reasonable expenses relating to the defence of such claim or Legal Proceeding shall be borne and paid exclusively by the Indemnitor, and the Indemnitor shall reasonably cooperate with the Indemnitee, as applicable, by providing copies of records and at Indemnitors’ expenseinformation that are reasonably relevant to such Legal Proceeding; provided, however, that if the Indemnitee(s) may Indemnitee has acknowledged its liability to provide indemnity, but has not settle or compromise any such Proceeding without exercised its right to control the defence, the Indemnitee shall obtain the prior written consent of the Indemnitor (which consent may shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on the Indemnitor or otherwise would restrict the activities of the Indemnitor, or if such settlement does not expressly and unconditionally release the Indemnitor from all liabilities and obligations with respect to such claims.

Defense of Third Party Claims. In (a) Subject to the event of the assertion of any claim or commencement of any Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8provisions hereof, the Indemnitor on behalf of the Indemnitee shall have the right, at its election and expensebut not the obligation, to proceed elect to defend any Third-Party Claim, and the costs and expenses incurred by the Indemnitor in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Indemnitor. (b) The Indemnitee shall give prompt written notice of any Third-Party Claim to the Indemnitor; provided that the failure to timely give the Notice of Claim shall not limit or reduce the Indemnitee’s right to indemnity hereunder unless (and then only to the extent that) the Indemnitor is actually prejudiced thereby. The Indemnitor shall be entitled to assume the defense thereof, including to settle such Third-Party Claim subject to the requirements of Section 11.8(d), utilizing legal counsel reasonably acceptable to the Indemnitee. (c) If the Indemnitor has the right to and does elect to defend any Third-Party Claim, the Indemnitor shall: (i) notify Indemnitee within 15 days of receipt of the Notice of Claim that it will defend such Third-Party Claim; (ii) conduct the defense of such Proceeding on Third-Party Claim with reasonable diligence and act affirmatively to keep the Indemnitee reasonably informed of material developments in the Third-Party Claim at all stages thereof; (iii) promptly submit to the Indemnitee copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iv) promptly respond to all reasonable requests by Indemnitee relating thereto and otherwise permit the Indemnitee and its counsel to participate in, but not control, the conduct of the defense thereof; and (v) to the extent practicable in the circumstances, permit the Indemnitee and its counsel an opportunity to review and comment upon all legal papers to be submitted prior to their submission. Buyer, the Company and the Sellers’ Representative will make available to each other and each other’s counsel and accountants, without charge (other than any applicable third party costs) all of its or their books and records (or portions thereof) that relate to the Third-Party Claim, and each Party will render to the other Party such assistance as may be reasonably required in order to insure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other Party in connection therewith. The Indemnitor and the Indemnitee shall use their reasonable best efforts, at the sole cost and expense of the Indemnitor, to avoid production of confidential information (consistent with applicable Legal Requirements and subject to a Party’s right to waive its own privilege), and seek to cause all communications among employees, counsel and others representing any Party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. Once the Indemnitor has made the election to defend as set forth above, the Indemnitee shall have the right to participate in any such defense and to employ separate counsel of its choosing at its sole cost and expense; provided, that if (i) the Indemnitee shall have been advised by counsel in writing that there are legal defenses available to the Indemnitee that are not available to, or in conflict with, those of the Indemnitor, (ii) the Indemnitor shall authorize the Indemnitee in writing to employ separate counsel at the Indemnitor’s expense, or (iii) Indemnitor is not actively and reasonably diligently defending such Third Party Claim with legal counsel reasonably acceptable to Indemnitee, then the expenses of such counsel shall be considered Damages. The assumption of the defense of any such Third-Party Claim by the Indemnitor shall be an acknowledgement of the obligation of the Indemnitor to indemnify the Indemnitee with respect to such claim hereunder. If the Indemnitor fails or refuses to provide the defense notice within 15 days after receipt of a Notice of Claim, the Indemnitee shall have the sole and exclusive right to undertake the defense, compromise and settlement of such claim with counsel reasonably satisfactory to of its own choosing and the Indemnitee(s)reasonable attorneys’ fees and expenses incurred by the Indemnitee for such counsel will be included in the Indemnitee’s Damages; provided, however, that the Indemnitor Indemnitee’s Damages shall not settle not, in connection with any Proceeding or compromise any such Proceeding without the prior written consent separate but substantially similar Proceedings arising out of the Indemnitee(s)same allegations, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give include the Indemnitor prompt written notice after the Indemnitee becomes aware fees and expenses of the commencement more than one separate firm of attorneys at any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8time for all Indemnitees, except to the extent such failure prejudices the defense of that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceeding. If No compromise or settlement of such claim by the Indemnitor elects Indemnitee shall be binding on the issue of whether, or the extent to assume which, the Indemnitee may be entitled to indemnification hereunder, and control the defense Indemnitee shall not consent to the entry of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor judgment or settle any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 claim without the prior written consent of the Indemnitor which Indemnitor, such consent may not be unreasonably withheld, conditioned or delayed. (d) If the Indemnitor has the right to and does elect to defend any Third-Party Claim, the Indemnitor shall not have the right to enter into any settlement of a Third-Party Claim on the Indemnitee’s behalf without the consent of the Indemnitee, which will not be unreasonably withheld, conditioned or delayed unless (i) in the case of a claim by a Buyer Indemnified Person, the amount to be paid by the Indemnitee as a result of such settlement does not exceed the balance of the funds then on deposit in the Indemnity Escrow Fund (after taking into account any other outstanding claims) from which such claim shall be paid, (ii) such settlement does not involve any finding or admission of any violation of law or any injunctive or other form of non-monetary relief binding upon the Indemnitee or any of its Affiliates, officers, directors and agents, other than reasonable confidentiality obligations related to the terms of such settlement, and (iii) such settlement expressly and unconditionally releases the Indemnitee and its Affiliates and such other Persons from all liabilities and obligations with respect to such claim, and includes the giving by the claimant to the Indemnitee of a release in respect thereof, in form and substance reasonably satisfactory to the Indemnitee, of any further liability, at law, in equity or otherwise. (e) The provisions of this Section 11.8 shall not apply to Tax Contests, which shall be governed by the provisions of Section 7.7(g).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against the Purchaser, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Seller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 10, the Indemnitor Seller shall have the right, at its election and expenseelection, to proceed with assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent sole expense of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such ProceedingSeller. If the Indemnitor Seller so elects to assume and control the defense of any such claim or Proceeding: : (a) at the request of Seller shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitor, Purchaser; (b) the Indemnitee(s) Purchaser shall make available to the Indemnitor Seller any non-privileged documents and materials in the possession of the Indemnitee(s) Purchaser that may be necessary or useful to the defense of such claim or Proceeding; ; (bc) the Indemnitor Seller shall keep the Indemnitee(s) reasonably Purchaser informed of all material developments and events relating to such claim or Proceeding; and ; (cd) the Indemnitee(s) Purchaser shall have the right to participate in the defense of such Proceeding at claim or Proceeding; (e) the Indemnitee’s own expense. If the Indemnitor does Seller shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitor which consent may Purchaser, not to be unreasonably withheld; and (f) the Purchaser may at any time assume the defense of any such claim or Proceeding where the total amount put at risk by such claim or Proceeding exceeds the remaining unclaimed amount of the Escrow Fund. If the Seller does not elect to assume the defense of any such claim or Proceeding, conditioned the Purchaser may proceed with the defense of such claim or delayedProceeding on its own. If the Purchaser so proceeds with the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and paid exclusively by the Seller; (ii) the Seller shall make available to the Purchaser any non-privileged documents and materials in the possession or control of the Seller that may be necessary to the defense of such claim or Proceeding; (iii) the Purchaser shall keep the Seller informed of all material developments and events relating to such claim or Proceeding; and (iv) the Purchaser shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that the Seller shall not unreasonably withhold such consent.

Defense of Third Party Claims. (A) In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against the Purchaser, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Seller, on one hand, and the Purchaser, on the other hand, may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 9, the Indemnitor Indemnitee shall have the right, at its election and expenseelection, to proceed with designate the Indemnitor to assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations sole expense of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor Indemnitee so elects to designate the Indemnitor to assume and control the defense of any such claim or Proceeding: : (aI) at the Indemnitor shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitee; ---------- [***]A request of for confidential treatment filed with the Indemnitor, Securities and Exchange Commission. Omitted portions have been filed separately with the Indemnitee(sCommission. (II) the Indemnitee shall make available to the Indemnitor any non-privileged documents and materials in the possession of the Indemnitee(s) Indemnitee that may be necessary or useful to the defense of such claim or Proceeding; ; (bIII) the Indemnitor shall keep the Indemnitee(s) reasonably Indemnitee informed of all material developments and events relating to such claim or Proceeding; and ; (cIV) the Indemnitee(s) Indemnitee shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If claim or Proceeding; (V) the Indemnitor does shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitee provided, however, that the Indemnitee shall not unreasonably withhold such consent; and (VI) the Indemnitee may at any time (notwithstanding the prior designation of the Indemnitor to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. (B) If the Indemnitee does not elect to designate the Indemnitor to assume the defense of any such claim or Proceeding (or if, after initially designating the Indemnitor to assume such defense, the Indemnitee elects to assume such defense), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own: (I) all reasonable expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnitor; (II) the Indemnitor shall make available to the Indemnitee any documents and materials in the possession or control of either of the Indemnitor or any Affiliate of the Indemnitor that may be necessary to the defense of such claim or Proceeding; (III) the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and (IV) the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnitor; provided, however, that the Indemnitor shall not unreasonably withhold such consent. (C) Notwithstanding anything in this Agreement to the contrary, if the Indemnitee determines in good faith that it is likely that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, regardless of whether or not the Indemnitee had previously elected to allow the Proceedings to be conducted pursuant to Section 9.6(a) or 9.6(b) above, at any time by notice to the Indemnitor assume the exclusive right to defend, compromise or settle such Proceeding without the consent may not be unreasonably withheld, conditioned or delayed.of the Indemnitor. If the

Defense of Third Party Claims. (a) In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against Purchaser or a Seller, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which a Seller, on one hand, and Purchaser, on the other hand, may become obligated to indemnify, hold harmless, compensate, or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article 7, the Indemnitor Indemnitee shall have the right, at its election and expenseelection, to proceed with designate the Indemnitor to assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations sole expense of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor Indemnitee so elects to designate the Indemnitor to assume and control the defense of any such claim or Proceeding: : (ai) at the request of Indemnitor shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitor, Indemnitee; (ii) the Indemnitee(s) Indemnitee shall make available to the Indemnitor any non-privileged documents and materials in the possession of the Indemnitee(s) Indemnitee or any Affiliate of the Indemnitee that may be necessary or useful to the defense of such claim or Proceeding; ; (biii) the Indemnitor shall keep the Indemnitee(s) reasonably Indemnitee informed of all material developments and events relating to such claim or Proceeding; and ; (civ) the Indemnitee(s) Indemnitee shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If claim or Proceeding; (v) the Indemnitor does shall not elect to proceed with the defense of any such Proceedingsettle, adjust, or fails to so proceed in a timely manner, the Indemnitee(s) may proceed with the defense of compromise such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expense; provided, however, that the Indemnitee(s) may not settle claim or compromise any such Proceeding without the prior written consent of the Indemnitee; provided, however, that the Indemnitee shall not unreasonably withhold such consent; and (vi) the Indemnitee may at any time (notwithstanding the prior designation of the Indemnitor which to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. (b) If the Indemnitee does not elect to designate the Indemnitor to assume the defense of any such claim or Proceeding (or if, after initially designating the Indemnitor to assume such defense, the Indemnitee elects to assume such defense), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be considered Damages hereunder and shall be borne and paid exclusively by the Indemnitor; (ii) the Indemnitor shall make available to the Indemnitee any non-privileged documents and materials in the possession or control of either of the Indemnitor or any Affiliate of the Indemnitor that may be necessary to the defense of such claim or Proceeding; (iii) the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and (iv) the Indemnitee shall have the right to settle, adjust, or compromise such claim or Proceeding with the consent may of the Indemnitor; provided, however, that the Indemnitor shall not be unreasonably withheld, conditioned or delayedwithhold such consent.

Defense of Third Party Claims. In the event of the assertion of any claim or commencement by any Person of any Proceeding by (whether against the Purchaser or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any Indemnitee may be entitled to indemnification indemnification, compensation or reimbursement pursuant to this ARTICLE 8Section 9, the Indemnitor Purchaser shall have the right, at its election and expenseelection, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s)own; provided, however, that: (a) the Purchaser shall promptly inform the Seller of any material developments with respect to such Proceeding; and provided, further, however, that any failure on the Indemnitor part of the Purchaser to so inform the Seller shall not limit any of the obligations of the Seller, or any of the rights of any Indemnitee, under this Section 9 (except to the extent such failure materially prejudices the defense of such Proceeding); and (b) the Purchaser may not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), Seller (which consent shall not be unreasonably withheld, conditioned withheld or delayed) (it being understood that if the Purchaser has not received a response from the Seller to the Purchaser’s request for such consent within ten days of delivering such request, then the Seller’s consent to such request shall be deemed to have been given); and provided further, however, that if the Purchaser does settle or compromise any such Proceeding without the written consent or deemed consent of the Seller and the Seller is determined to have acted reasonably with respect to withholding or delaying its consent to such settlement or compromise, then the Damages to which the Indemnitees may be entitled pursuant to Section 9.2(a) with respect to an indemnification claim in respect of such Proceeding shall not include the amount of such settlement or compromise (it being understood, however, that: (i) the amount of such settlement or compromise shall be considered Damages for purposes of determining whether the $50,000 deductible in Section 9.2(b) has been satisfied; and (ii) the Purchaser shall nonetheless be entitled to other Damages (including attorneys’ fees and expenses) incurred by it in connection with such Proceeding). The Indemnitee(s) Purchaser shall give the Indemnitor Seller prompt written notice after the Indemnitee it becomes aware of the commencement of any such Proceeding against the Indemnitee(s)Purchaser; provided, however, any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor Seller shall not limit any of the obligations of the IndemnitorSeller, or limit any of the rights of the Indemnitee(s)any Indemnitee, under this ARTICLE 8, Section 9 (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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor Purchaser does not elect to proceed with the defense of any such Proceeding, or fails to so proceed in a timely manner, the Indemnitee(s) Seller may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expensePurchaser; provided, however, that the Indemnitee(s) Seller may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor Purchaser (which consent may not be unreasonably withheld, conditioned withheld or delayed).

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 by any Person other than a Alliqua Group Member or AquaMed 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 ARTICLE 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 and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s)commencement thereof; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Securityholder Representative shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Article 10 (except to the extent such failure prejudices the defense of such Proceeding). If Parent shall have the Indemnitor elects right, at its election, to assume proceed with, and control the defense of any such Proceeding: (a) at the request of the Indemnitorto control, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseClaim on its own; provided, however, that the Indemnitee(sSecurityholder 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 Parent so proceeds with the defense of any such Claim, the Securityholder Representative shall, and shall use reasonable best efforts to cause each Indemnitor to, make available to Parent any documents and materials in such Person’s possession or control that may be reasonably necessary to the defense of such Claim. Parent shall not settle or compromise any such Proceeding Claim that it is conducting the defense of without the prior written consent of the Indemnitor Securityholder Representative (which such consent may shall not be unreasonably withheld, conditioned or delayed); provided, however, that, for avoidance of doubt, in the event the Securityholder Representative contests in good faith the existence of a claim for indemnification under this Article 10 or the amount of Damages relating to such 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 (ii) such settlement shall not be used as evidence in determining the existence of any claim for indemnification under this Article 10 or the amount of Damages relating thereto.

Defense of Third Party Claims. (a) In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against the Purchaser, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which the Seller, on one hand, and the Purchaser, on the other hand, may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 5, the Indemnitor Indemnitee shall have the right, at its election and expenseelection, to proceed with designate the Indemnitor to assume the defense of such claim or Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations sole expense of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor Indemnitee so elects to designate the Indemnitor to assume and control the defense of any such claim or Proceeding: : (ai) at the request of Indemnitor shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Indemnitor, Indemnitee; (ii) the Indemnitee(s) Indemnitee shall make available to the Indemnitor any non-privileged documents and materials in the possession of the Indemnitee(s) Indemnitee that may be necessary or useful to the defense of such claim or Proceeding; ; (biii) the Indemnitor shall keep the Indemnitee(s) reasonably Indemnitee informed of all material developments and events relating to such claim or Proceeding; and ; (civ) the Indemnitee(s) Indemnitee shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If claim or Proceeding; (v) the Indemnitor does shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitee provided, however, that the Indemnitee shall not unreasonably withhold such consent; and (vi) the Indemnitee may at any time (notwithstanding the prior designation of the Indemnitor to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. (b) If the Indemnitee does not elect to designate the Indemnitor to assume the defense of any such claim or Proceeding (or if, after initially designating the Indemnitor to assume such defense, the Indemnitee elects to assume such defense), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnitor; (ii) the Indemnitor shall make available to the Indemnitee any documents and materials in the possession or control of either of the Indemnitor or any Affiliate of the Indemnitor that may be necessary to the defense of such claim or Proceeding; (iii) the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and (iv) the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnitor; provided, however, that the Indemnitor shall not unreasonably withhold such consent. (c) Notwithstanding anything in this Agreement to the contrary, if the Indemnitee determines in good faith that it is likely that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, regardless of whether or not the Indemnitee had previously elected to allow the Proceedings to be conducted pursuant to Section 5.4(a) or 5.4(b) above, at any time by notice to the Indemnitor assume the exclusive right to defend, compromise or settle such Proceeding without the consent may of the Indemnitor. If the Indemnitee proceeds without the consent of the Indemnitor, then any amount paid or remedy allowed by the Indemnitee will not be unreasonably withheldused as a measure of Damages against the Indemnitor in any claim for indemnification. (d) Notwithstanding anything contained herein, conditioned neither Seller nor its shareholders, officers, directors, representatives or delayedany Affiliate of any of the foregoing shall have any obligation to indemnify Purchaser or any Indemnitee for any damage, cost or expense incurred with respect to any claim, action, suit or proceeding brought by PharmaStem against Purchaser or any Indemnitee arising out of or relating to an alleged breach of the PharmaStem Agreement arising after the Closing Date, and any obligation of Seller to indemnify Purchaser for any claim arising from an alleged breach of the PharmaStem Agreement prior to the Closing Date shall be limited to an aggregate amount of $100,000.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Company, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any of the Shareholders may become obligated to indemnify, hold harmless, pay, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 4, (i) SST, as soon as practicable after it receives written notice of any such claim or Legal Proceeding, shall notify each Shareholder of such claim or Legal Proceeding (it being understood that the Indemnitor failure to notify each Shareholder shall not in any way limit the rights of the Indemnitees under this Agreement unless such failure materially prejudices the defenses available to the Shareholders), and (ii) SST shall have the right, at its election and expenseelection, to proceed with designate the Shareholders to assume the defense of such claim or Legal Proceeding on its own with counsel reasonably satisfactory to at the Indemnitee(s); provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent sole expense of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such ProceedingShareholders. If the Indemnitor SST so elects to designate the Shareholders to assume and control the defense of any such claim or Legal Proceeding: : (a) at the request of the Indemnitor, the Indemnitee(sShareholders shall proceed to defend such claim or Legal Proceeding in a diligent manner with counsel satisfactory to SST; (b) SST shall make available to the Indemnitor Shareholders any documents and materials in the possession of the Indemnitee(s) SST that may be necessary or useful to the defense of such claim or Legal Proceeding; ; (bc) the Indemnitor Shareholders shall keep the Indemnitee(s) reasonably SST informed of all material developments and events relating to such claim or Legal Proceeding; and ; (cd) the Indemnitee(s) SST shall have the right to participate in the defense of such Proceeding at claim or Legal Proceeding; (e) the Indemnitee’s own expense. If the Indemnitor does Shareholders shall not elect to proceed with the defense of any such Proceedingsettle, or fails to so proceed in a timely manner, the 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 adjust or compromise any such claim or Legal Proceeding without the prior written consent of SST; and (f) SST may at any time (notwithstanding the Indemnitor which consent may not prior designation of the Shareholders to assume the defense of such claim or Legal Proceeding) assume the defense of such claim or Legal Proceeding if (i) the Shareholders shall fail to comply with any of its obligations under this Section 4.5 (including its obligation to defend any claim or Legal Proceeding in a diligent manner), or (ii) SST, after consultation with its counsel, determines that the control of the defense by the Shareholders would give rise to a conflict of interest or would otherwise be unreasonably withheld, conditioned inappropriate in such claim or delayedLegal Proceeding.

Defense of Third Party Claims. (A) In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Surviving Corporation, against Parent or against any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) with respect to which either of the Shareholders may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 6, the Indemnitor Parent shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own own. If Parent so proceeds with counsel reasonably satisfactory the defense of any such claim or Legal Proceeding: (I) all expenses relating to the Indemnitee(s)defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Shareholders; (II) each Shareholder shall make available to Parent any documents and materials in his possession or control that may be necessary to the defense of such claim or Legal Proceeding; and (III) Parent shall have the right to settle, adjust or compromise such claim or Legal Proceeding with the consent of the Shareholders; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld. (B) Without limiting the generality or the effect of Section 6.7(a), conditioned or delayed. The Indemnitee(sif (1) a third party commences a Legal Proceeding against an Indemnitee, and (2) Parent elects to require the Shareholders to indemnify the Indemnitee with respect to such Legal Proceeding, then: (I) Parent shall give the Indemnitor Shareholders prompt written notice after the Indemnitee becomes aware of the commencement of any such Legal Proceeding against the Indemnitee(s); provided(it being understood, however, that any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Shareholders shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Shareholders under this ARTICLE 8Section 6, except to the extent such failure materially prejudices the defense of such Legal Proceeding. If ); and (II) the Indemnitor elects to assume and control the defense of any such Proceeding: Shareholders may (a) at the request sole expense of the Indemnitor, the Indemnitee(sShareholders) shall make available to the Indemnitor any documents and materials in the possession retain counsel on behalf of the Indemnitee(s) that may Shareholders in connection with such Legal Proceeding, and such counsel shall be necessary or useful permitted to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of be present at all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.non-

Defense of Third Party Claims. In Except as otherwise provided in Article 10, in the event of the assertion of any claim or the commencement by any Person of any Proceeding by (whether against an Acquired Company, against Purchaser or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article 10 (each, the Indemnitor a “Claim”), Purchaser shall have the right, at its election and expenseupon written notice to Seller within thirty (30) days of receipt of a Claim, to proceed assume the defense and control of such Claim; provided that Seller shall be permitted to participate in such prosecution and defense and Purchaser will provide Seller reasonable access to all relevant information and documentation relating to the Claim and the prosecution and defense thereof. If Purchaser so proceeds with the defense of any such Proceeding on Claim: (a) Seller shall make available to Purchaser any documents and materials in its possession or control that may be necessary to the defense of such Claim, or, in the event the delivery of such documents and materials would (i) violate Applicable Law or (ii) breach a Contract or obligation of confidentiality owing to a third party or (iii) constitute a waiver of the Seller’s attorney-client privilege, Seller shall provide summaries, excerpts or any other information in connection with such documents and materials to the maximum extent legally permissible and shall use reasonable efforts to assist and participate in such defense (at its own with counsel reasonably satisfactory expense, which amount shall not constitute “Damages” of the Seller) as it relates to such materials and documents; and (b) Purchaser shall not enter into settlement of any Claim without the Indemnitee(sprior written consent of Seller (which consent shall not be unreasonably withheld or delayed). Purchaser shall give Seller prompt notice of the commencement of any such Claim against an Indemnitee; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Purchaser to so notify the Indemnitor Seller shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Seller under this ARTICLE 8, Article 10 (except to the extent such failure materially prejudices the defense of such Proceeding). If Such notice shall describe the Indemnitor elects to assume and control Claim in reasonable detail based upon the defense of any such Proceeding: (a) at the request of the Indemnitorinformation then possessed by Purchaser, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed include copies of all material developments relating written evidence thereof, and shall indicate the estimated amount, if reasonably practicable and to such Proceeding; and (c) the Indemnitee(s) shall extent known to Purchaser, of the Damages that have the right to participate in the defense of such Proceeding at been or may be sustained by 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. In the event of the assertion of If any legal proceeding shall be ----------------------------- instituted, or any claim or commencement of any Proceeding demand made, by any Person other than a Alliqua Group Member or AquaMed with third party against any Indemnified Parties in respect to of which any Indemnitee the Transferors may be entitled liable hereunder (and such determination shall be made without regard to indemnification pursuant the limitations set forth in Section 9.6), such Indemnified Party shall give prompt written notice ----------- thereof to this ARTICLE 8the Transferors and, except as otherwise provided in Section 9.4 ----------- below, the Indemnitor Transferors shall have the rightright to defend any litigation, at its election and expenseaction, to proceed with the defense of suit, demand, or claim for which such Proceeding on its own Indemnified Party may seek indemnification with counsel reasonably satisfactory to the Indemnitee(sTransferors; provided, however, that the Transferors may not settle any such litigation, action, suit, demand, or claim without the prior written consent of the Acquirer, which shall not be unreasonably withheld. Notwithstanding the foregoing, if in the reasonable judgment of the Acquirer, such litigation, action, suit, demand or claim, or the resolution thereof, would have a (a) Material adverse effect on the Acquirer or the Company or (b) the Transferors have a conflict of interest in defending such action on Acquirer's or Company's behalf, at the Acquirer's election, the Acquirer may defend itself and in either of such instances the Transferors shall be liable for all expenses reasonably incurred in connection therewith (including, without limitation, settlement payments and reasonable attorney's fees); provided, however, that the Indemnitor shall Acquirer may not settle or compromise any such Proceeding litigation, action, suit, demand, or claim without the prior written consent of the Indemnitee(s)Transferors, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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: neither (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; nor (b) are applicable but the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right Acquirer desires to participate in the defense of an action the Transferors are defending because in the Acquirer's reasonable judgment the outcome of such Proceeding action could have an ongoing effect on the Acquirer (or its successors), the Acquirer may participate but at the Indemnitee’s its own expense. In the event the Transferors fail or refuse to defend any legal proceeding they are required to defend under this Article IX within a reasonable length of time, the ---------- Indemnified Parties shall be entitled to assume the defense thereof, and the Transferors shall be liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including, without limitation, settlement payments and reasonable attorney's fees). If the Indemnitor does Transferors do not or refuse to assume the defense of any litigation, action, suit, demand, or claim in any legal proceeding they are required to defend under this Article IX, the Indemnified Parties shall have the absolute right, at the ---------- Transferor's expense, to control the defense of and to settle, in their sole discretion and without the consent of the Transferors, such litigation, action, suit, demand, or claim, but the Transferors shall be entitled, at their own expense, to participate in such litigation, action, suit, demand, or claim, and if the Transferors elect to proceed participate in such litigation the Indemnified Parties shall consult with the Transferors prior to settling such litigation. The Party controlling any defense pursuant to this Section 9.2 shall deliver, or ----------- cause to be delivered to the other Party, copies of all correspondence, pleadings, motions, briefs appeals or other written statements relating to or submitted in connection with the defense of any such Proceedinglitigation, action, suit, demand, or fails claim, and timely notices of any hearing or other court proceeding relating to so proceed in a timely mannersuch litigation, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expense; providedaction, howeversuit, that the Indemnitee(s) may not settle demand, or compromise any such Proceeding without the prior written consent of the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedclaim.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Proceeding (whether against Shira, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any Indemnitee Gilo may be entitled become obligated to indemnification indemnify, hold harmless, compensate or reimburse the Indemnitees pursuant to this ARTICLE 8Section 6, the Indemnitor Indemnitees shall have the right, at its election and expense, right to proceed with assume the defense of such claim or Proceeding. If the Indemnitees so elect to assume the defense of any such claim or Proceeding: (a) all expenses relating to the defense of such claim or Proceeding on its own (whether or not incurred by the Indemnitees) shall be borne and paid exclusively by Gilo; (b) the Indemnitees shall proceed to defend such claim or Proceeding in a diligent manner with counsel reasonably satisfactory to them; (c) Gilo shall make available to the Indemnitee(s)Indemnitees any documents and materials in the possession or control of Gilo that may be necessary to the defense of such claim or Proceeding; (d) The Indemnitees shall keep Gilo informed of all material developments and events relating to such claim or Proceeding; provided, however, that the Indemnitor and (e) The Indemnitees shall not settle settle, adjust or compromise any such claim or Proceeding without the prior written consent of the Indemnitee(s)Gilo, which consent shall not to be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware unless such settlement includes a general release of the commencement Indemnitees with no payment by the Indemnitees of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceedingconsideration. If the Indemnitor elects Indemnitees do not elect to assume and control the defense of any such claim or Proceeding within 7 business days from the date on which they became aware of such claim or Proceeding: , Gilo shall assume the defense of such claim or Proceeding with counsel reasonably satisfactory to the Indemnitees, and the following provisions shall apply: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful all expenses relating to the defense of such Proceeding; claim or Proceeding shall be borne and paid exclusively by Gilo; (b) The Indemnitees will cooperate with Gilo in the Indemnitor shall keep defense of such claim or Proceeding, provided, however, that if the Indemnitee(s) reasonably informed defendants in such claim or Proceeding include both Gilo and the Indemnitees and there is a conflict of all material developments relating to such Proceeding; and (c) interests which would prevent counsel for Gilo from also representing the Indemnitee(s) Indemnitees, the Indemnitees shall have the right to select one separate counsel to participate in the defense of such claim or Proceeding at on behalf of such Indemnitees, and in such event the Indemnitee’s own expense. If the Indemnitor does provisions of Section (e) above shall apply. (c) Gilo shall not elect to proceed with the defense of enter into any such Proceedingsettlement in any action, suit, or fails proceeding to so proceed in which the Indemnitees are a timely manner, the 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 party without the Indemnitees’ prior written consent consent, unless such settlement includes a general release of the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedIndemnitees with no payment by the Indemnitees of consideration and without an admission of liability.

Defense of Third Party Claims. In (a) Subject to the event provisions hereof, the Indemnitor on behalf of the assertion Indemnitee shall have the right, but not the obligation, to elect to defend any Third-Party Claim, and, as provided by Section 9.5, the costs and expenses incurred by the Indemnitor in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Indemnitor. The Indemnitee may participate, through counsel of its own choice and, except as provided below, at its own expense, in the defense of any claim or commencement Third-Party Claim. (b) The Indemnitee shall give prompt written notice of any Proceeding Third-Party Claim to the Indemnitor; provided that, so long as such notice is given on or prior to the Release Date, the failure to timely give the Notice of Claim shall not limit or reduce the Indemnitee’s right to indemnity hereunder unless (and then only to the extent that) the Indemnitor (or the Company Holders, in the case of a Notice of Claim by a Buyer Indemnified Person) is prejudiced thereby. The Indemnitor shall be entitled to assume the defense thereof, including to settle such Third-Party Claim subject to the requirements of Section 9.4(d), utilizing legal counsel reasonably acceptable to the Indemnitee; provided that the Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the Third-Party Claim relates to or arises in connection with any Person criminal proceeding, action, indictment, allegation or investigation or any matters other than a Alliqua Group Member Company Breach, (B) the Third-Party Claim seeks an injunction or AquaMed other non-monetary relief against the Indemnitee (or against any Company Subsidiary or any other Affiliate of Indemnitee, if the Indemnitee is a Buyer Indemnified Person), (C) the Indemnitor failed or is failing to diligently defend such Third-Party Claim, (D) if the Indemnitee is a Buyer Indemnified Person, the Third-Party Claim or the litigation or resolution thereof involves an issue or matter which is reasonably likely to have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnitee or any of its Affiliates or (E) the Third-Party Claim could reasonably give rise to Damages against any Buyer Indemnified Persons hereunder that would exceed, after considering all other outstanding Claims hereunder, the balance of the funds then on deposit in the Indemnity Escrow. If the foregoing proviso applies to any Third Party Claim, the Indemnitor shall have the right to participate in, but not control, the defense, of such Third-Party Claim at its sole cost and expense. (c) If the Indemnitor has the right to and does elect to defend any Third-Party Claim, the Indemnitor shall: (i) notify Indemnitee within 15 days of receipt of the Notice of Claim that it will defend such Third-Party Claim; (ii) conduct the defense of such Third-Party Claim with reasonable diligence and act affirmatively to keep the Indemnitee reasonably informed of material developments in the Third-Party Claim at all stages thereof; (iii) promptly submit to the Indemnitee copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iv) promptly respond to all reasonable requests by Indemnitee relating thereto and otherwise permit the Indemnitee and its counsel to participate in, but not control, the conduct of the defense thereof; and (v) to the extent practicable in the circumstances permit the Indemnitee and its counsel an opportunity to review and comment upon all legal papers to be submitted prior to their submission. Parent and the Stockholder Representative will make available to each other and each other’s counsel and accountants, without charge, all of its or their books and records relating to the Third-Party Claim, and each party will render to the other party such assistance as may be reasonably required in order to insure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other party in connection therewith. The Indemnitor and the Indemnitee shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law and subject a party’s right to waive its own privilege), and seek to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. Once the Indemnitor has made the election to defend as set forth above, the Indemnitee shall have the right to participate in any such defense and to employ separate counsel of its choosing at its sole cost and expense; provided, that if the Indemnitee shall have been advised by counsel in writing that there are legal defenses available to the Indemnitee that are not available to, or in conflict with, those of the Indemnitor the expenses of such counsel shall be considered Damages. The assumption of the defense of any such Third-Party Claim by the Indemnitor shall be an acknowledgement of the obligation of the Indemnitor to indemnify the Indemnitee with respect to which any such claim hereunder. If the Indemnitor fails or refuses to provide the defense notice within 15 days after receipt of a Notice of Claim, the Indemnitee shall have the sole and exclusive right to undertake the defense, compromise and settlement of such Claim with counsel of its own choosing; provided, however, that no such compromise or settlement shall be binding on the issue of whether, or the extent to which, the Indemnitee may be entitled to indemnification pursuant hereunder. (d) If the Indemnitor has the right to this ARTICLE 8and does elect to defend any Third-Party Claim, the Indemnitor shall not have the rightright to enter into any settlement of a Third-Party Claim on the Indemnitee’s behalf without the consent of the Indemnitee unless (i) in the case of a Claim by a Buyer Indemnified Person, at its election and expense, the amount to proceed with be paid by the defense Indemnitee as a result of such Proceeding settlement does not exceed the balance of the funds then on deposit in the Indemnity Escrow (after taking into account any other outstanding Claims) from which such Claim shall be paid, (ii) such settlement does not involve any finding or admission of any violation of law or any injunctive or other form of non-monetary relief binding upon the Indemnitee or any of its own Affiliates, officers, directors and agents other than reasonable confidentiality obligations related to the terms of such settlement, and (iii) such settlement expressly and unconditionally releases the Indemnitee and its Affiliates and such other Persons from all liabilities and obligations with counsel respect to such claim, and includes the giving by the claimant to the Indemnitee of a release in respect thereof, in form and substance reasonably satisfactory to the Indemnitee(s); providedIndemnitee, howeverof any further liability, that at law, in equity or otherwise. No settlement by the Indemnitor or Indemnitee of any Third-Party Claim shall limit or reduce the right of any Indemnitee to indemnity hereunder for all Damages they may incur arising out of or resulting from the Third-Party Claim to the extent indemnified in this Article IX. (e) Notwithstanding the forgoing in this Section 9.4: (i) the Stockholder Representative shall not settle be entitled to settle, either administratively or compromise after the commencement of litigation, any such Proceeding claim for Taxes which would adversely affect the liability for Taxes of the Buyer Indemnified Persons or the Company or Company Subsidiaries for any period after the Closing Date to any extent (including the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Indemnitee(s)Buyer Indemnified Persons, which provided that such consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) and shall give not be necessary if the Indemnitor prompt written notice after Stockholder Representative and/or the Indemnitee becomes aware of Company Holders have indemnified the commencement Buyer Indemnified Persons against the effects of any such Proceeding against settlement (other than by use of the Indemnitee(sIndemnity Escrow); provided, however, any failure on and (ii) the part of the Indemnitee(s) Seller Indemnified Persons shall be entitled to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor elects to assume and control participate at their expense in the defense of any such Proceeding: (a) at claim for Taxes for any Tax year or period ending after the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that Closing Date which may be necessary or useful the subject of indemnification by the Seller Indemnified Persons pursuant to the defense of such Proceeding; (bSection 9.1(a) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect to proceed and, with the defense of any such Proceeding, or fails to so proceed in a timely manner, the 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 the Indemnitor which consent Buyer Indemnified Persons, and at their sole expense, may not be unreasonably withheld, conditioned or delayedassume the entire defense of such Tax claim.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Purchaser or any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) (hereinafter an "Indemnitee") with respect to which the Seller or Purchaser (hereinafter an "Indemnitor") may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article VI, the Indemnitor shall have the right, at its election and expenseelection, to proceed with the defense of such claim or Legal Proceeding on its own with by appointing legal counsel reasonably satisfactory acceptable to the Indemnitee(sIndemnitee to be the lead counsel in connection with such defense (it being understood that an Indemnitee shall be entitled to withhold consent if the Indemnitor's counsel is subject to a conflict of interest); provided, that: (a) the Indemnitor acknowledges and agrees in writing that the Seller Claim is an indemnifiable claim for which the Indemnitor has an indemnification obligation pursuant to this Article VI; and (b) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on Indemnitee or otherwise would restrict the activities of the Indemnitee, or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claims. The Indemnitee shall give the Indemnitor prompt notice in writing of the commencement of any such Legal Proceeding against the Indemnitee to which this Article VI would be applicable; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitee under this ARTICLE 8, Article VI (except to the extent such failure materially prejudices the defense of such Legal Proceeding. If the Indemnitor elects to assume and control the defense of any such Proceeding: (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense). If the Indemnitor does not elect to proceed with the defense of any such Proceeding, claim or fails to Legal Proceeding or does not do so proceed in a timely manneraccordance with the terms of this Section 6.7, the Indemnitee(s) Indemnitee may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory selected by Indemnitee, all reasonable expenses relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Indemnitor, and the Indemnitor shall reasonably cooperate with the Indemnitee, as applicable, by providing copies of records and at Indemnitors’ expenseinformation that are reasonably relevant to such Legal Proceeding; provided, however, that if the Indemnitee(s) may Indemnitee has acknowledged its liability to provide indemnity, but has not settle or compromise any such Proceeding without exercised its right to control the defense, the Indemnitee shall obtain the prior written consent of the Indemnitor (which consent may shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on the Indemnitor or otherwise would restrict the activities of the Indemnitor, or if such settlement does not expressly and unconditionally release the Indemnitor from all liabilities and obligations with respect to such claims.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Companies, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any Indemnitor may become obligated to indemnify, hold harmless, pay, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 4, (a) the Indemnitor Indemnitee, as soon as practicable after it receives written notice of any such claim or Legal Proceeding, shall notify Purchaser (on behalf of the Purchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors), as applicable, of such claim or Legal Proceeding (it being understood that the failure to so notify shall not in any way limit the rights of such Indemnitee under this Agreement except to the extent such failure materially prejudices the defenses available to the applicable Indemnitors), and (b) the Indemnitee shall give Purchaser (on behalf of the Purchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors), as applicable, a reasonable opportunity to defend such claim or Legal Proceeding at its own expense and with counsel of its own selection; provided, however, that the Indemnitee shall at all times also have the right, right to participate fully in the defense at its election and own expense. If Purchaser or the Shareholders' Agent, as applicable, within a reasonable time after receipt of such notice, fails to defend, then the Indemnitee may proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory claim or Legal Proceeding. In such event: (a) all reasonable expenses relating to the Indemnitee(sdefense of such claim or Legal Proceeding that are incurred by the Indemnitee shall be borne and paid exclusively by the Indemnitor(s); provided, however, that an Indemnitee shall reimburse the Indemnitor shall not settle or compromise any Indemnitor(s) for such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this ARTICLE 8, except expenses to the extent the Indemnitee recovers any payment for such failure prejudices expenses from the defense claimant, less any unreimbursed expenses of such Proceeding. If recovery; (b) the Indemnitor elects to assume and control Purchaser Indemnitors or the defense of any such Proceeding: (a) at the request of the IndemnitorShareholder Indemnitors, the Indemnitee(s) as applicable, shall make available to the Indemnitor Indemnitee any documents and materials in the possession or control of the Indemnitee(s) such Indemnitors that may be necessary to, or useful to that such Indemnitee may reasonably request in the course of the defense of such claim or Legal Proceeding; (bc) the Indemnitor Indemnitee shall keep Purchaser (on behalf of the Indemnitee(sPurchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors), as applicable, reasonably informed of all material developments and events relating to such claim or Legal Proceeding; and (cd) the Indemnitee(sIndemnitee shall provide the Purchaser (on behalf of the Purchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors) or its counsel with all reasonably requested, non-privileged information and materials related to such claim or Legal Proceeding; (e) Purchaser (on behalf of the Purchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors) or its counsel shall have the right to participate attend all meetings with the Person asserting the claim and all court sessions in the defense course of the Legal Proceedings; and (f) the Indemnitee shall have the right to settle, adjust or compromise such claim or Legal Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect to proceed only with the defense consent of any such ProceedingPurchaser (on behalf of the Purchaser Indemnitors) or the Shareholders' Agent (on behalf of the Shareholder Indemnitors), or fails to so proceed in a timely manner, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseas applicable; provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor which consent may shall not be unreasonably withheld, conditioned withheld or delayedconditioned. 5.

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 by (whether against the Surviving Corporation, against Parent or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any of the Indemnitors would reasonably be expected to become obligated to hold harmless, indemnify, compensate, or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article 10 (each, a “Claim”), (i) Parent shall promptly notify the Indemnitor shall have the right, at its election and expense, to proceed with the defense Stockholder Representative of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s); Claim (provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Parent to so notify the Indemnitor Stockholder Representative shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), Indemnitors under this ARTICLE 8, Article 10 (except to the extent such failure materially prejudices the defense of such Proceeding. If )), (ii) Parent shall have the Indemnitor elects right to assume conduct and control control, through counsel of its choosing, the defense, compromise or settlement of any such Claim, and (iii) the Stockholder Representative shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Parent in connection therewith; provided, that: (a) The Stockholder Representative may participate, through counsel chosen by the Stockholder Representative and at its own expense (on behalf of the Equityholders), in the defense of any such Proceeding: Claim, and in any such case Parent shall (ai) at consult with the request of the IndemnitorStockholder Representative, the Indemnitee(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that furnish such records, information and testimony, as may be necessary or useful reasonably requested by the Stockholder Representative in connection therewith, (ii) provide the Stockholder Representative with a reasonable opportunity, subject to applicable filing deadlines, to comment on any material filing relating to such Claim prior to making such filing and (iii) permit the defense Stockholder Representative and its counsel to attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholder Representative in connection therewith (and shall provide reasonable advance notice of such Proceeding; matters to Parent so as to facilitate such right to attend); (b) the Indemnitor Parent shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expense. If the Indemnitor does not elect to proceed with the defense of any such Proceedingnot, or fails to so proceed in a timely manner, the 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 the Indemnitor Stockholder Representative (which written consent may shall not be unreasonably withheld, conditioned withheld or delayed), pay, compromise or settle any such Claim, except that no such consent shall be required if following a written request Parent, the Stockholder Representative shall fail, within 15 days after the making of such request, to object to such compromise and settlement.

Defense of Third Party Claims. In Unless otherwise expressly agreed by Versant and the event of Representative in a writing signed by them, Versant shall defend any Third-Party Claim and the assertion of costs and expenses incurred by Versant and/or any claim other Indemnified Person(s) in connection with such defense (including but not limited to reasonable attorneys’ fees, other professionals’ and experts’ fees and court or commencement of arbitration costs) shall be included in the Indemnifiable Loss for which Versant and/or any Proceeding by any Person other than a Alliqua Group Member or AquaMed with respect to which any Indemnitee may be Indemnified Person(s) is entitled to indemnification pursuant to an Indemnity Claim made under this ARTICLE 8Article 11. Unless otherwise expressly agreed by Versant and the Representative in a writing signed by them, Versant and the Indemnitor affected Indemnified Person(s) shall have the rightsole and exclusive right to control the defense of, at its election and expenseconsent to the entry of any judgment or enter into any settlement with respect to, to proceed with each Third-Party Claim; provided that (i) the Representative may retain separate co-counsel and participate in the defense of such Proceeding on its own Third-Party Claim at the cost and expense of the Mokume Stockholders and shall have the right to receive copies of all pleadings, notices and communications with counsel reasonably satisfactory respect to such Third-Party Claim to the Indemnitee(sextent that the receipt of such documents by the Representative does not adversely affect any privilege relating to Versant or any other Indemnified Person; and (ii) the Representative may participate in all settlement negotiations with respect to such Third-Party Claim (where, for purposes of this Section, to “participate” in the defense or in settlement negotiations shall not include any power or authority to take any action or make any decision in connection with such Third-Party Claim or such proceedings); provided, howeverand provided further, that neither Versant nor any of the Indemnitor Indemnified Person(s) shall not settle or compromise enter into any such Proceeding binding settlement of a Third-Party Claim for which Versant seeks indemnification under this Article 11 without the prior written consent of the Indemnitee(s), Representative (which consent shall not be unreasonably withheld, conditioned withheld or delayed). The Indemnitee(sIf the Representative has consented in writing to a settlement of a Third-Party Claim, then (i) the full amount of Loss suffered or incurred by Versant and/or any other Indemnified Person(s) pursuant to such settlement (“Consented-to Loss”) shall give be recoverable in full by Versant from the Indemnitor prompt written notice after Indemnity Shares as provided in this Article 11 and Representative may not object to or contest Versant’s recovery of such Consented-to Loss and (ii) the Indemnitee becomes aware of Mokume Stockholders will, in addition to such Consented-to Loss, be and remain liable to indemnify all Indemnified Person(s) for all other Indemnifiable Loss that the commencement of any such Proceeding against Indemnified Person(s) may suffer or incur arising out of, resulting from or caused by the Indemnitee(s); provided, however, any failure on Third-Party Claim (including but not limited to all Indemnifiable Loss arising from the part of the 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 Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the investigation and defense of such Proceeding. If the Indemnitor elects to assume and control the defense of any such Proceeding: (aThird-Party Claim) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any documents and materials fullest extent provided in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayedthis Article 11.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of legal proceeding (whether against the Purchaser, Parent or any Proceeding by any Person other than a Alliqua Group Member or AquaMed Person) (hereinafter an "Indemnitee") with respect to which the Seller, Purchaser or Parent (hereinafter an "Indemnitor") may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 7, the Indemnitor shall have the right, at its election and expenseelection, to proceed with the defense of such Proceeding claim or legal proceeding on its own with by appointing legal counsel reasonably satisfactory acceptable to the Indemnitee(sIndemnitee to be the lead counsel in connection with such defense (it being understood that an Indemnitee shall be entitled to withhold consent if the Indemnitor's counsel is subject to a conflict of interest); provided, that: (a) the Indemnitor acknowledges and agrees in writing that the Seller Claim is an indemnifiable claim for which the Indemnitor has an indemnification obligation pursuant to this Agreement; and (b) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on Indemnitee or otherwise would restrict the activities of the Indemnitee, or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claims. The Indemnitee shall give the Indemnitor prompt notice in writing of the commencement of any such legal proceeding against the Indemnitee to which this Agreement would be applicable; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of Indemnitee under the rights of the Indemnitee(s), under this ARTICLE 8, Agreement (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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at the Indemnitee’s own expenselegal proceeding). If the Indemnitor does not elect to proceed with the defense of any such Proceeding, claim or fails to Legal Proceeding or does not do so proceed in a timely manneraccordance with the terms of this Section 7.5, the Indemnitee(s) Indemnitee may proceed with the defense of such Proceeding claim or legal proceeding with counsel reasonably satisfactory selected by Indemnitee, all reasonable expenses relating to the defense of such claim or legal proceeding shall be borne and paid exclusively by the Indemnitor, and the Indemnitor shall reasonably cooperate with the Indemnitee, as applicable, by providing copies of records and at Indemnitors’ expenseinformation that are reasonably relevant to such legal proceeding; provided, however, that if the Indemnitee(s) may Indemnitee has acknowledged its liability to provide indemnity, but has not settle or compromise any such Proceeding without exercised its right to control the defense, the Indemnitee shall obtain the prior written consent of the Indemnitor (which consent may shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on the Indemnitor or otherwise would restrict the activities of the Indemnitor, or if such settlement does not expressly and unconditionally release the Indemnitor from all liabilities and obligations with respect to such claims.

Defense of Third Party Claims. (a) In the event any Indemnitee receives notice of the assertion of any claim or commencement by any Person (other than an Indemnitee) of any Proceeding by (whether against the Surviving Entity, Parent, any Person Subsidiary of Parent, Parent or any other than a Alliqua Group Member or AquaMed Person) with respect to which any Seller may become obligated to hold harmless or indemnify any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Article XI, such Indemnitee shall deliver a Notice of Claim to the Indemnitor Stockholder Representative promptly, but in any event within fifteen (15) days after the such notice. The failure to by such Indemnitee to give such Notice of Claim to the Stockholder Representative within the periods specified in the foregoing sentence shall not, however, relieve Sellers of their indemnification obligations hereunder, except to the extent that Sellers are materially and adversely prejudiced thereby. Unless the defense of such Proceeding is being controlled by the R&W Insurers under the R&W Insurance Policy, Parent shall have the right, at its election and expensewithin ten (10) days of the date of such Notice of Claim, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnitee(s)Stockholder Representative; provided, however, that (x) Parent will discuss in advance, to the Indemnitor shall extent such discussion does not settle or compromise result in any material delay materially adverse to such Proceeding without defense and is legally permissible, and consider in good faith the prior written consent views of the Indemnitee(s)Stockholder Representative with respect to such defense, which consent shall and (y) the Stockholder Representative may (at its own cost and expense) participate in, but not be unreasonably withheldcontrol, conditioned any defense or delayed. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement settlement of any such Proceeding against the Indemnitee(scontrolled by Parent pursuant to this Section 11.04(a); provided, however, any failure on the part of the Indemnitee(s. (b) to If Parent so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or limit any of the rights of the Indemnitee(s), under this ARTICLE 8, except to the extent such failure prejudices the defense of such Proceeding. If the Indemnitor elects to assume and control proceeds with the defense of any such Proceeding: : (ai) at subject to the request other provisions of this Article XI, all reasonable, out-of-pocket and documented expenses relating to the Indemnitor, defense of such Proceeding shall be borne by and paid exclusively by the Indemnitee(sSellers; (ii) each Seller shall use commercially reasonable efforts to make available to the Indemnitor Parent any documents and materials in the such Seller’s possession of the Indemnitee(s) or control that may be necessary or useful reasonably appropriate to the defense of such Proceeding; (iii) Parent shall defend such Proceeding in good faith, subject to the Parent’s right to settle, adjust or compromise such claim pursuant to Section 11.04(b)(iv); and (biv) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) Parent shall have the right to participate settle, adjust or compromise such Proceeding acting reasonably and in good faith; provided, however, that (x) such settlement, adjustment or compromise includes an unconditional release of each Seller (by name to the defense extent such Seller is a named party to such Proceeding, or otherwise by reference to generic terminology such as “current and former members” of the Company or language to similar effect) from any and all Liabilities arising out of such Proceeding at and does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of Parent or the Indemnitee’s own expense. Company and (y) such settlement, adjustment or compromise shall not impose any injunctive or other equitable relief against such Seller. (c) If the Indemnitor Parent does not elect to proceed with in a timely manner with, and the R&W Insurers are not controlling, the defense of any such Proceeding, or if Parent ceases to control the defense of such Proceeding, or fails to so proceed in a timely mannergood faith defend such Proceeding, the Indemnitee(s) Stockholder Representative may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor and at Indemnitors’ expenseParent; provided, however, that the Indemnitee(s) Stockholder Representative may not settle settle, adjust or compromise any such Proceeding without the prior written consent of the Indemnitor Parent (which consent may shall not be unreasonably withheld, conditioned or delayed). In such case, Parent shall cooperate with the Stockholder Representative in all reasonable respects in connection with the defense of any such Legal Proceeding, including making available any documents and materials in its possession or control that may be necessary or reasonably appropriate to the defense of such Proceeding. (d) Notwithstanding anything to the contrary herein, to the extent required by the R&W Insurers in connection with any claim made by an Indemnitee thereunder, the conduct of the defense or prosecution of any Third Party claim will be assigned to counsel selected or approved by the R&W Insurers, or otherwise conducted in coordination with the R&W Insurers, in each case without prejudice to the rights of the parties hereunder, and the Seller Representative and the Indemnitee will reasonably cooperate at Parent’s expense with the R&W Insurers and such counsel in the defense or prosecution of the Third Party claim and otherwise comply with the requirements of the R&W Insurance Policy applicable to such party in connection therewith.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or commencement of Legal Proceeding (whether against the Company, against any Proceeding by other Indemnitee or against any Person other than a Alliqua Group Member or AquaMed Person) with respect to which any of the Principal Shareholders may become obligated to indemnify, hold harmless, pay, compensate or reimburse any Indemnitee may be entitled to indemnification pursuant to this ARTICLE 8Section 4, (a) Parent, as soon as practicable after it receives written notice of any such claim or Legal Proceeding, shall notify the Indemnitor Shareholders' Agent of such claim or Legal Proceeding (it being understood that the failure to notify the Shareholders' Agent shall have not in any way limit the rightrights of the Indemnitees under this Agreement unless such failure materially prejudices the defenses available to the Shareholders' Agent), at its election and expense, to (b) Parent shall proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory claim or Legal Proceeding. In such event: (a) subject to the Indemnitee(s)limitations of Section 4.4, all expenses relating to the defense of such claim or Legal Proceeding (whether or not incurred by Parent) shall be borne and paid exclusively by the Principal Shareholders; provided, however, that an Indemnitee shall reimburse the Principal Shareholders for such expenses to the extent the Indemnitee recovers any payment for such expenses from the claimant, less any unreimbursed expenses of such recovery; (b) the Shareholders shall make available to Parent any documents and materials in the possession or control of any of the Shareholders that may be necessary to, or that Parent may reasonably request in the course of the defense of such claim or Legal Proceeding; (c) Parent shall keep the Shareholders' Agent informed of all material developments and events relating to such claim or Legal Proceeding; (d) Parent shall provide the Principal Shareholders or their counsel with all reasonably requested, non-privileged information and materials related to such claim or Legal Proceeding; (e) the Principal Shareholders or their counsel shall have the right to attend all meetings with the Person asserting the claim and all court sessions in the course of the Legal Proceedings; and (f) Parent shall have the right to settle, adjust or compromise such claim or Legal Proceeding with the consent of the Shareholders' Agent; provided, however, that the Indemnitor Shareholders' Agent shall not settle or compromise any unreasonably withhold such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayedconsent. The Indemnitee(s) shall give the Indemnitor prompt written notice after the Indemnitee becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the 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 Indemnitee(s), under this 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(s) shall make available to the Indemnitor any documents and materials in the possession of the Indemnitee(s) that may be necessary or useful to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at 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(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 the Indemnitor which consent may not be unreasonably withheld, conditioned or delayed5.