Common use of Defense Procedures; Procedures for Third Party Claims Clause in Contracts

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee shall promptly notify the Indemnifying Party thereof; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Indemnifying Party shall have the right, exercisable by notice to the Indemnitee within ten (10) Business Days after receipt of notice from the Indemnitee of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnitee, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee of its exercise of its right to defend a Third Party Claim, the Indemnitee shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee reasonably so objects, the Indemnitee shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Party is defending as provided in this Agreement. (c) The Indemnifying Party shall not, without the prior consent of the Indemnitee, enter into any compromise or settlement that commits the Indemnitee to take, or to forbear to take, any action. The Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee shall not make any admission of liability in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Subject to Section 14.4(c), the Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after days of receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is soughtmay reasonably result from such claim, (ii) the Third Party Claim seeks solely does not seek equitable or other non-monetary damages relief from the Indemnified Party and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) Within ten (10) Business Days days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s reasonable expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, but not control, the defense of any Third Party Claim that the other Party party is defending as provided in this Agreement. (c) The Indemnifying Party shall not, without the prior consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that which commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary reliefrelief from the Indemnified Party, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages damages, or equitable or non-monetary relief from the Indemnifying Party, without the prior written consent of the Indemnifying Party. Each of the Indemnifying The Indemnified Party and the Indemnitee shall not make any admission of liability in respect of any the Third Party Claim without the prior consent of the other party, Indemnifying Party and the Indemnitee shall use reasonable efforts endeavors to mitigate losses its loss arising from the Third Party Claim. (d) . Notwithstanding anything to the foregoingcontrary herein, in no event may an Indemnified Party settle or compromise any Third Party Claim for which it intends to seek indemnification from the Indemnitee may be represented by separate counsel of its choosing at Indemnifying Party hereunder without the cost and expense prior consent of the Indemnifying Party, or the indemnification provided under Section 14.1 as to such Third Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the IndemniteeClaim shall be null and void.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee any Xxxxx Party or Pfizer Party (the “Indemnified Party”), as applicable, is entitled to indemnification hereunder with respect to such Indemnified Party (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify in writing the party obligated to indemnify the Indemnified Party under the terms of this Agreement (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee Indemnified Party within ten (10) Business Days after following receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control conduct the defense of the defense, litigation, settlement, appeal or other disposition of the such Third Party Claim (including the right to settle the claim which involves solely for monetary consideration) damages, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, ; and (ii) the Third Party Claim solely seeks solely (and continues to seek) monetary damages damages; and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full full. (the The conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). Notwithstanding anything to the contrary contained herein, in the case of any Third Party Claim which is the subject of Section 13.2, PFIZER shall be entitled to control the defense of such Third Party Claim. (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of conduct such defense, with counsel selected by the Indemnifying Party, until such time as the Indemnified Party and reasonably acceptable to shall give notice that any of the IndemniteeLitigation Conditions, in its reasonable judgment, are no longer satisfied. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, Party in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not fails to satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party in writing of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s reasonable expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that which the other Party party is defending as provided in this Agreement. The Indemnified Party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense; provided, however, that if XXXXX, upon the advice of counsel, reasonably determines that the interests of XXXXX and PFIZER in connection with such Third Party Claim involving Co-Indemnity Liability pursuant to Section 13.2(a) are conflicting, then the reasonable cost and expense of such counsel shall be included in the Co-Indemnity Liability. (c) The Indemnifying Party shall not, without the prior written consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that which commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but but, subject to Section 13.2(c) and this Section 13.4(c), shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee shall not make any admission of liability in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may (a) PFIZER shall deliver to XXXXX all offers of settlement relating to any Co-Indemnity Liability (any such offer, an “Offer of Settlement”); (b) XXXXX shall not be represented by separate counsel obligated to pay any amounts pursuant to Section 13.2(a) with respect to any Offer of Settlement of any Co-Indemnity Liability (in no event to include any judgment of any competent court or tribunal) unless XXXXX has expressly agreed to pay its applicable amount of such Offer of Settlement pursuant to Section 13.2; (c) if XXXXX does not, within five (5) Business Days of its choosing at the cost and expense receipt of any Offer of Settlement from PFIZER, notify PFIZER that it is prepared to pay its applicable portion of the Indemnifying Party Co-Indemnity Liability pursuant to Section 13.2 regarding such Offer of Settlement or if a conflict at any time thereafter XXXXX does not commit to or otherwise pay its applicable portion of interest exists the Co-Indemnity Liability pursuant to Section 13.2 regarding such Offer of Settlement, then (x) PFIZER shall be entitled to enter into any such settlement solely with respect to PFIZER and any Pfizer Parties and specifically excluding XXXXX and all Xxxxx Parties and (y) the provisions of Section 13.2 shall be null and void solely with respect to such Offer of Settlement so that neither XXXXX nor PFIZER shall be obligated to indemnify the counsel selected other party with respect to such settlement pursuant to Section 13.2; and (d) for the avoidance of doubt, amounts due or owing with respect to Section 13.2 resulting from any judgment rendered by any competent court or tribunal shall not require the Indemnifying Party cannot simultaneously represent the Indemniteeconsent of XXXXX.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Subject to PFIZER’s right to control the defense of actions described in Sections 11.7, 11.8 and 11.9 (even where ATHERSYS is the Indemnifying Party), the Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee of its exercise of its right to defend a Third Party Claim, the Indemnitee shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee reasonably so objects, the Indemnitee shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Party is defending as provided in this Agreement. (c) The Indemnifying Party shall not, without the prior consent of the Indemnitee, enter into any compromise or settlement that commits the Indemnitee to take, or to forbear to take, any action. The Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee shall not make any admission of liability in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party third party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee Indemnified Party within ten (10) Business Days after days of receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control conduct the defense of the defense, litigation, settlement, appeal or other disposition of the a Third Party Claim (including the right to settle the claim solely for monetary consideration) Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; Indemnified Party, provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, ; and (ii) the Third Party Claim solely seeks solely monetary damages damages; and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full full. (the The conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). In the case of any Third Party Claim which is the subject of Section 11.2 (a) or (b), PFIZER shall be entitled to control the defense of such Third Party Claim. (b) Within ten (10) Business Days days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of conduct such defense, with counsel selected by the Indemnifying Party, until such time as the Indemnified Party and reasonably acceptable to shall give notice that any of the IndemniteeLitigation Conditions, in its reasonable judgment, are no longer satisfied. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, Party in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not fails to satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party in writing of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days days after notice thereof, the Indemnitee Indemnified Party may (without further upon notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that which the other Party party is defending as provided in this Agreement. (c) The Indemnifying Party shall not, without the prior written consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that which commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but and shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of Notwithstanding the Indemnifying Party and foregoing, neither party shall have the Indemnitee shall not make any admission of liability in respect of any Third Party Claim without right to enter into a compromise or settlement that materially adversely affects the prior other party’s Technology or Patent Rights, except with the consent of the other party, and the Indemnitee shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any (a) If a Third Party (in no event to include any Affiliate of any of the partiesParties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (ab) The Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnitee, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”)Indemnified Party. (bc) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its exercise of its right to defend a Third Party ClaimClaim (an “Assumption Notice”), the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based thereto, and may elect, upon written notice to the Litigation Conditions. If Indemnifying Party within ten (10) Business Days after the Indemnitee reasonably so objects, the Indemnitee shall continue to defend the Third Party Claim, at the expense of Assumption Notice from the Indemnifying Party, until to defend such time as such objection is withdrawnThird Party Claims itself, using counsel of its own choosing, at its own expense. If no such notice is given, or if any such objection is withdrawngiven by the Indemnified Party, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after receiving written notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Indemnified Party is defending as provided in this Agreement. (cd) The Indemnifying Party shall not, without the prior consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary reliefrelief (provided, however, that the Indemnified Party shall not, and shall have no authority to, agree upon equitable or other non-monetary relief which binds the Indemnifying Party), but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee Indemnified Party shall not make any admission of liability on behalf of the other in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee Indemnified Party shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Subject to Pfizer’s right to control the defense of actions described in Sections 7.8, 7.9, 7.10 and 7.11 (even where Celldex is the Indemnifying Party), the Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Party party is defending as provided in this Agreement. (c) The Indemnifying Party shall not, without the prior written consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee Indemnified Party shall not make any admission of liability in respect of any Third Party Claim without the prior written consent of the other party, and the Indemnitee Indemnified Party shall use reasonable efforts to mitigate losses Losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the partiesParties) asserts a claim with respect to any matter for which an Indemnitee a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Party is defending as provided in this Agreement. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (c) The Indemnifying Party shall not, without the prior consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee Indemnified Party shall not make any admission of liability in respect of any Third Party Claim without the prior consent of the other partyParty, and the Indemnitee Indemnified Party shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any (a) If a Third Party (in no event to include any Affiliate of any of the partiesParties) asserts a claim with respect to any matter for which an Indemnitee a party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (ab) The Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnitee, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”)Indemnified Party. (bc) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its exercise of its right to defend a Third Party ClaimClaim (an “Assumption Notice”), the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based thereto, and may elect, upon written notice to the Litigation Conditions. If Indemnifying Party within ten (10) Business Days after the Indemnitee reasonably so objects, the Indemnitee shall continue to defend the Third Party Claim, at the expense of Assumption Notice from the Indemnifying Party, until to defend such time as such objection is withdrawnThird Party Claims itself, using counsel of its own choosing, at its own expense. If no such notice is given, or if any such objection is withdrawngiven by the Indemnified Party, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after receiving written notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own 60 expense, the defense of any Third Party Claim that the other Indemnified Party is defending as provided in this Agreement. (cd) The Indemnifying Party shall not, without the prior consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary reliefrelief (provided, however, that the Indemnified Party shall not, and shall have no authority to, agree upon equitable or other non-monetary relief which binds the Indemnifying Party), but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee Indemnified Party shall not make any admission of liability on behalf of the other in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee Indemnified Party shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the parties) asserts a claim with respect to any matter for which an Indemnitee any Xxxxx Party or Pfizer Party (the “Indemnified Party”), as applicable, is entitled to indemnification hereunder with respect to such Indemnified Party (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify in writing the party obligated to indemnify the Indemnified Party under the terms of this Agreement (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee Indemnified Party within ten (10) Business Days after following receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control conduct the defense of the defense, litigation, settlement, appeal or other disposition of the such Third Party Claim (including the right to settle the claim which involves solely for monetary consideration) damages, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, ; and (ii) the Third Party Claim solely seeks solely (and continues to seek) monetary damages damages; and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full full. (the The conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). Notwithstanding anything to the contrary contained herein, in the case of any Third Party Claim which is the subject of Section 13.2, PFIZER shall be entitled to control the defense of such Third Party Claim. (b) Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of conduct such defense, with counsel selected by the Indemnifying Party, until such time as the Indemnified Party and reasonably acceptable to shall give notice that any of the IndemniteeLitigation Conditions, in its reasonable judgment, are no longer satisfied. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, Party in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not fails to satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party in writing of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s reasonable expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that which the other Party party is defending as provided in this Agreement. The Indemnified Party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense; provided, however, that if XXXXX, upon the advice of counsel, reasonably determines that the interests of XXXXX and PFIZER in connection with such Third Party Claim involving Co-Indemnity Liability pursuant to Section 13.2(a) are conflicting, then the reasonable cost and expense of such counsel shall be included in the Co-Indemnity Liability. (c) The Indemnifying Party shall not, without the prior written consent of the IndemniteeIndemnified Party, enter into any compromise or settlement that which commits the Indemnitee Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but but, subject to Section 13.2(c) and this Section 13.4(c), shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee shall not make any admission of liability in respect of any Third Party Claim without the prior consent of the other party, and the Indemnitee shall use reasonable efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel (a) PFIZER shall deliver to XXXXX all offers of settlement relating to any Co-Indemnity Liability (any such offer, an “Offer of Settlement”); (b) [********************************] pursuant to [*********************** ****************************************************************************************** ***********] unless [***********************************************************************] pursuant to [**********]; (c) if XXXXX does not, within five (5) Business Days of its choosing receipt of any Offer of Settlement from PFIZER, notify PFIZER that [**********************************************] pursuant to Section 13.2 regarding such Offer of Settlement or if at any time thereafter XXXXX does not [********************************************* **********************************] pursuant to Section 13.2 regarding such Offer of Settlement, then (x) PFIZER shall be entitled to enter into any such settlement [**********************] PFIZER and any Pfizer Parties and specifically [***********************] and [*******] and (y) [**************************************************** **************** ******************************************************************************** ***************************] with respect to [**********************] pursuant to [**********]; and (d) for the cost and expense avoidance of doubt, amounts due or owing with respect to Section 13.2 resulting from any judgment rendered by any competent court or tribunal shall not require the Indemnifying Party if a conflict consent of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the IndemniteeXXXXX.

Defense Procedures; Procedures for Third Party Claims. In the event that any Third Party (in no event to include any Affiliate of any of the partiesParties) asserts a claim with respect to any matter for which an Indemnitee a Party (the “Indemnified Party”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party Party”) thereof; provided, however, that no delay on the part of the Indemnitee Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. (a) 14.4.1. The Indemnifying Party shall have the right, exercisable by notice to the Indemnitee Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnitee Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided that (i) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the IndemniteeIndemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (ii) the Third Party Claim seeks solely monetary damages and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the IndemniteeIndemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). (b) 14.4.2. Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnitee Indemnified Party of its exercise of its right to defend a CONFIDENTIAL TREATMENT REQUESTED Third Party Claim, the Indemnitee Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnitee Indemnified Party reasonably so objects, the Indemnitee Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnitee Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnitee Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business Days after notice thereof, the Indemnitee Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the other Party is defending as provided in this Agreement. (c) 14.4.3. The Indemnifying Party shall not, without the prior written consent of the IndemniteeIndemnified Party, enter into any compromise or settlement or consent to the entry of any judgment with respect to any claim or Loss (a) that commits the Indemnitee does not release Indemnified Party from all liability with respect to takesuch claim or Loss or (b) which may materially adversely affect Indemnified Party or under which Indemnified Party would incur any obligation, commitment to act or forbear from taking any action, or liability, other than one as to forbear to take, any actionwhich Indemnifying Party has an indemnity obligation hereunder. The Indemnitee Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnitee Indemnified Party shall not make any CONFIDENTIAL TREATMENT REQUESTED admission of liability in respect of any Third Party Claim without the prior consent of the other partyParty, and the Indemnitee Indemnified Party shall use reasonable efforts Commercially Reasonable Efforts to mitigate losses arising from the Third Party Claim. (d) Notwithstanding the foregoing, the Indemnitee may be represented by separate counsel of its choosing at the cost and expense of the Indemnifying Party if a conflict of interest exists such that the counsel selected by the Indemnifying Party cannot simultaneously represent the Indemnitee.