Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, (i) indemnify and hold harmlessharmless the Shareholder (but not, for the avoidance of doubt, any Shareholder Designee), the Shareholder Parent and each underwriter in any offering or cause to be indemnified and held harmlesssale of Registrable Shares, each Amneal Group Member and its and their respective officers, directors, employees Representatives and controlling Persons, if any, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected reached in accordance with the requirements for consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims Prospectus (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement, in light of the circumstances in which they were made), not misleading, ; and each Amneal Group Member shall, and it hereby agrees to, (ii) reimburse the Company periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and documented in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement. (b) The Shareholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company and each underwriter in any offering or sale of Registrable Shares, and its and their respective Representatives and controlling Persons, if any, from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by the Amneal Group Member Shareholder or its any Representative of the Shareholder, expressly for use therein that is therein, or if the subject Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or omissionalleged untrue statement or omission or alleged omission made in such Registration Statement; provided, however, that the liability of each Amneal Group Member the Shareholder hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member the Shareholder from the sale of Registrable Shareholder Shares sold by such Amneal Group Member the Shareholder pursuant to such registration statement Registration Statement or prospectusProspectus. (c) Amneal Group The Shareholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a6.6(a) or Section 5.8(b6.6(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securitiesstatements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c6.6(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c6.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6.6(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.96.7) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member the Shareholder shall not be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member the Shareholder from the sale of Registrable Shareholder Shares sold by such Amneal Group Member the Shareholder pursuant to such registration statement Registration Statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Prospectus.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless each Holder of Registrable Securities, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersthe Affiliates, directors, employees officers, employees, members, managers and controlling Personsagents of each such Holder and each Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages damages, liabilities, expenses and actions to which they or any of them may become subject insofar as such losses, claims, damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any registration statementamendment thereof, or the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, and agrees to reimburse each Amneal Group Member shallsuch indemnified party, and it hereby agrees toas incurred, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case only to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. This indemnity clause will be in writing addition to any liability which the Company may otherwise have. (b) Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by the Amneal Group Member applicable law, from and against any and all losses, claims, damages or its Representative expressly for use therein that is the liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of the or are based upon any untrue statement or omissionalleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire; provided, however, that the liability of each Amneal Group Member hereunder total amount to be indemnified by such Holder pursuant to this Section 5(b) shall be limited to an amount equal to the dollar amount of the net proceeds (after deducting underwriters’ discounts and commissions) received by such Amneal Group Member from Holder in the sale of Registrable Shares sold by offering to which such Amneal Group Member pursuant Registration Statement, Disclosure Package, Prospectus or Holder Free Writing Prospectus relates. This indemnity clause will be in addition to any liability which any such registration statement or prospectusHolder may otherwise have. (c) Amneal Group Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above except to the extent such action and such failure materially prejudices the indemnifying party; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), but the indemnified party shall bear the reasonable fees, costs and expenses of such separate counsel unless (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the Company agree indemnifying party and the indemnified party shall have reasonably concluded that ifthere may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any reasonlocal counsel) for all indemnified parties unless the use of only one firm of attorneys would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party. An indemnifying party shall not be liable under this Section 5 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnification provisions contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to in writing by such indemnifying party, which consent shall not be unreasonably withheld or delayed. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise if any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party, and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder and (iii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 5.8(a5(a) or Section 5.8(b5(b) are above is held by a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in with respect of to any Claims loss, claim, damage, liability, expense or action referred to thereinherein, then each applicable indemnifying party shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such Claims may be subject in such proportion as is appropriate to reflect the relative benefits received from the offering of the Securities, as applicable, and relative fault of the indemnifying party, party on the one hand, hand and the indemnified party, party on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefit received by the Company shall be deemed to be equal to the applicable offering total value received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of securitiesSecurities in an offering, if any. The relative benefit received by the Holders shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Holders of Securities in an offering, if any. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such the indemnifying party on the one hand or by such the indemnified party, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5(d) were to be determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.8(c5(d). The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 5(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. No Notwithstanding the provisions of this Section 5(d), no Person guilty of fraud or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraud or fraudulent misrepresentation. Notwithstanding For purposes of this Section 5, each Person who controls any Holder of Registrable Securities, agent or underwriter within the foregoingmeaning of either the Securities Act or the Exchange Act and each director, no Amneal Group Member officer, employee and agent of any such Holder, agent or underwriter shall be liable have the same rights to contribute any amount in excess contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the dollar amount equal Company shall have the same rights to contribution as the Company, subject in each case to the sum applicable terms and conditions of this Section 5(d). (ie) the net proceeds received The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by such Amneal Group Member from the sale or on behalf of any Holder of Registrable Shares sold by such Amneal Group Member pursuant Securities or the Company or any of the officers, directors or controlling Persons referred to such registration statement or prospectusin this Section 5, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in and will survive the case transfer of fraud or willful misconduct)Registrable Securities.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, harmless each Amneal Group Member of the Stockholders and its respective officersControlling Persons, directorsif any, employees and controlling each underwriter and its Controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual out-of-pocket fees of counselcounsel reasonably incurred) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each reimburse periodically any such Amneal Group Member Stockholder or underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred and documented by them it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing by such Amneal Group Member any Stockholder, any underwriter or on behalf of such Amneal Group Member by any Representative of the Amneal Group Membersuch Stockholder, expressly for use therein, or by such Stockholder’s failure to furnish the Company, upon request, with the information with respect to such Stockholder, or any underwriter or Representative of such Stockholder, or such Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission. (b) In Each of the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member Stockholders shall, and hereby agrees to, (i) indemnify and hold harmless the Company Company, its directors, officers, employees and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Controlling Persons, if any, in any offering or sale of its Registrable Shares Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Stockholder expressly for use therein that is therein, and (ii) reimburse the subject of Company for any actual out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the untrue statement Company in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group Each of the Stockholders and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a5.9(a) or Section 5.8(b5.9(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c5.9(c) is not permitted by applicable lawLaw, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c5.9(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c5.9(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.95.10) any actual out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument duly executed by the Amneal Group Member such sellers or its Representative expressly their underwriters specifically stating that it is for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the untrue statement or omission; providedobligation to provide indemnification pursuant to this Section 6(b) shall be several, howeverand not joint and several, that among such sellers and (ii) the liability of each Amneal Group Member seller hereunder shall be limited to an amount the proportion of any such loss, claim, damage, liability or expense which is equal to the dollar amount proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Amneal Group Member seller from the sale of Registrable Shares sold Securities covered by such Amneal Group Member pursuant to registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such registration statement director, officer or prospectuscontrolling person and shall survive the transfer of such securities by such sellers. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with investigating such consent or defending if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such action, proceeding settlement or claim. No Person guilty judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of fraudulent misrepresentation (within the meaning Registrable Securities with respect to any required registration or other qualification of Section 11(f) of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmlessharmless the Stockholder, or cause to be indemnified the Stockholder’s Subsidiaries and held harmless, each Amneal Group Member and its respective officers, directors, employees and their controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual out-of-pocket fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member reimburse periodically the Stockholder and its Subsidiaries for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing by such Amneal Group Member the Stockholder, any of its Subsidiaries, any underwriter or on behalf of such Amneal Group Member by any Representative of the Amneal Group MemberStockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder or its Subsidiaries, or any underwriter or Representative of the Stockholder, or the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member The Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares Securities against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative Stockholder expressly for use therein that is therein, and (ii) reimburse the subject of Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the untrue statement Company in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group The Stockholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a5.9(a) or Section 5.8(b5.9(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c5.9(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faultsfault, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c5.9(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c5.9(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.95.10) any actual and documented out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees toto the fullest extent permitted by law, indemnify and hold harmlessharmless each Holder of Registrable Securities, any Person who is or cause might be deemed to be indemnified a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and held harmlessindirect general and limited partners, each Amneal Group Member and its respective officersadvisory board members, directors, employees officers, trustees, managers, members, employees, agents, Affiliates and controlling Personsshareholders, and each other Person, if any, in who acts on behalf of or controls any offering such Holder or sale Controlling Person (each of the Registrable Sharesforegoing, a “Covered Person”) against any losses, claims, damages actions, damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party Covered Person may become subjectsubject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, actions, damages, liabilities or actions or proceedings in respect thereof, expenses arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any registration statementRegistration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any preliminary or final prospectus contained therein, successor rule to Rule 405) or any amendment or supplement thereto, to or any document incorporated by reference thereinin the same, or arise out of or are based upon (ii) any omission or alleged omission to state therein of a material fact required to be stated therein in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements therein, made in light the same not misleading or (iii) any violation or alleged violation by the Company of the circumstances in which they were made, not misleading, and Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company shalland relating to any action or inaction required of the Company in connection with any registration of securities. In addition, and it hereby agrees to, reimburse, upon request, the Company shall reimburse each such Amneal Group Member Covered Person for any legal or other out-of-pocket expenses reasonably incurred and documented by them such Covered Person in connection with investigating investigating, defending or defending settling any such Claims; providedloss, howeverclaim, that action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such Claims untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon an (i) any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any preliminary or final prospectus contained therein, successor rule to Rule 405) or any amendment of or supplement thereto, to the same or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein of a material fact required to be stated therein in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements therein made in the same not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claimsbut, in the case of each case of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement statement, or omission or alleged omission was omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon upon, and in conformity with the Required Amneal Group Member Information with, written information prepared and furnished to the Company in writing by the Amneal Group Member or its Representative such Holder expressly for use therein that in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is the subject of the untrue statement or omission; providedmight be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, howeverdefending or settling any such loss, that the liability of each Amneal Group Member hereunder claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be limited individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the dollar amount of the net proceeds (after deducting Selling Expenses) actually received by such Amneal Group Member from Holder in the sale of Registrable Shares sold Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Amneal Group Member pursuant Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such registration statement Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or prospectusthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Amneal Group Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the Company agree that ifindemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any reasonfees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification provisions contemplated pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or are insufficient in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to hold harmless such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any Claims loss, claim, action, damage, liability or expense referred to thereinin this Section 11, then each the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such the indemnifying party or by such the indemnified party, and whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, omission or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerationsviolation. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) Agreement were to be determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c11(d). The In no event shall the amount paid or payable which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by an such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal guilty or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding . (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the foregoing, no Amneal Group Member shall be liable to contribute Transfer of any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received Registrable Securities by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Holder.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company The Corporation shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member harmless Gotham and its Controlled Affiliates, the Loan Bank and their respective directors, officers, employees and Controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counselattorneys' fees) (collectively, “Claims”), "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Corporation as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Corporation shall, and it hereby agrees to, reimbursereimburse periodically Gotham and its Controlled Affiliates, upon request, each the Loan Bank or any such Amneal Group Member underwriter for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company Corporation shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing Corporation by such Amneal Group Member Person or on behalf any underwriter or representative of such Amneal Group Member by any Representative of the Amneal Group Member, Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omissionomission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) In Each of Gotham, the event any Registrable Shares are included in applicable Founders and the Loan Bank shall separately (i.e., not on a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, joint or severable basis) (i) indemnify and hold harmless the Company Corporation, its directors, officers, employees, Affiliates and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Controlling Persons, if any, in any offering or sale of its Registrable Shares Shares, against any Claims to which each such indemnified party may become subject, insofar as and only to the extent that such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing Corporation by Gotham, the Amneal Group Member applicable Founders or its Representative the Loan Bank, as the case may be, expressly for use therein that is therein, and (ii) reimburse the subject of Corporation for any legal or other out-of-pocket expenses reasonably incurred by the untrue statement Corporation in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to as sume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the Company indemnifying party shall be liable for any expenses therefor (including any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) Gotham, the applicable Founders, the Loan Bank and the Corporation agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 5.6(a) or Section 5.8(b5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first second preceding sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.95.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless each Holder of Registrable Securities, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersthe Affiliates, directors, employees officers, employees, members, managers and controlling Personsagents of each such Holder and each Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any registration statementamendment thereof, or the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, and agrees to reimburse each Amneal Group Member shallsuch indemnified party, and it hereby agrees toas incurred, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case only to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(ii) hereof. This indemnity agreement will be in writing addition to any liability which the Company may otherwise have. (b) Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by the Amneal Group Member applicable law, from and against any and all losses, claims, damages or its Representative expressly for use therein that is the liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, upon any untrue statement or omissionalleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the liability of each Amneal Group Member hereunder total amount to be indemnified by such Holder pursuant to this Section 8(b) shall be limited to an amount equal to the dollar amount of the net proceeds (after deducting underwriters’ discounts and commissions) received by such Amneal Group Member from Holder in the sale of Registrable Shares sold by offering to which such Amneal Group Member pursuant to such registration statement Registration Statement or prospectusProspectus relates. (c) Amneal Group Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the Company agree indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that ifthere may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any reasonlocal counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnification provisions contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 5.8(a8(a) or Section 5.8(b8(b) are above is unavailable to or are insufficient to hold harmless an indemnified party in respect of for any Claims referred to thereinreason, then each applicable indemnifying party shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such Claims may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party, party on the one hand, hand and the indemnified party, party on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions in respect to the applicable offering of securitiesthereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such the indemnifying party on the one hand or by such the indemnified party, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c8(d) were to be determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.8(c8(d). The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. No Notwithstanding the provisions of this Section 8(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each Person who controls any Holder of Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 8(d). Notwithstanding the foregoing, no Amneal Group Member the total amount to be contributed by any Holder pursuant to this Section 8(d) shall be liable limited to contribute the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates. (e) The provisions of this Section 8 will remain in full force and effect, regardless of any amount in excess investigation made by or on behalf of any Holder of Registrable Securities or the Company or any of the dollar amount equal officers, directors or controlling Persons referred to in this Section 8 hereof, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 8 to the sum of fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such Amneal Group Member seller from the sale of such Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Shelf Registration.

Indemnification; Contribution. (a) In the event Incident to any Registrable Shares are included in a registration statement contemplated by referred to in this Agreement, and subject to applicable law, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each underwriter, each Amneal Group Member and Holder of Registrable Securities (including its respective directors, officers, directors, employees and controlling Personsagents) so registered, if any, in and each person who controls any offering or sale of them within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation or alleged violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal state securities or other out-of-pocket expenses reasonably incurred and documented by them "blue sky" laws or any rule or regulation thereunder in connection with investigating or defending any such Claims; registration, provided, however, that the Company shall will not be liable to such underwriter, Holder or controlling person to the extent that such loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Holder or controlling person expressly for use in such registration statement or (B) any Amneal Group Member (or its officerspreliminary prospectus, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of loss, claim, damage or are based upon liability results solely from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementin, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out the omission of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein from, such preliminary prospectus which untrue statement or necessary to make omission was corrected in the statements therein not misleadingfinal prospectus, and each Amneal Group Member shall, and it hereby agrees to, reimburse if the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by shall sustain the Company in connection with investigating or defending any such Claims, in each case only burden of proving that a Holder sold Registrable Securities to the extent that person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the final prospectus. With respect to such untrue statement or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and the information furnished in conformity with the Required Amneal Group Member Information furnished writing to the Company in writing by the Amneal Group Member or its Representative such Holder expressly for use therein that is in such registration statement, such Holder will indemnify and hold harmless each underwriter, the subject Company (including its directors, officers, employees and agents), each other Holder of Registrable Securities (including its respective directors, officers, employees and agents) so registered, and each person who controls any of them within the meaning of Section 15 of the untrue statement Securities Act or omission; providedSection 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, that shall the liability of each Amneal Group Member hereunder shall be limited to an amount a Holder for indemnification under this Section 1.07(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the dollar amount proportion of the net total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds received by such Amneal Group Member Holder from the its sale of Registrable Shares sold by such Amneal Group Member pursuant to Securities under such registration statement or prospectusstatement. (cb) Amneal Group and If the Company agree that if, indemnification provided for in Section 1.07(a) above for any reason, the indemnification provisions contemplated reason is held by Section 5.8(a) or Section 5.8(b) are a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 1.07, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying partyCompany, on the one hand, selling Holders and the indemnified partyunderwriters in connection with the statements or omissions which resulted in such losses, on the claims, damages, expenses or liabilities, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party the Company, the selling Holders and indemnified party the underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company, the selling Holders or by such indemnified party, the underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, howeverThe Company, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable lawHolders, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto underwriters agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c1.07(b) were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding sentences of sentences. In no event, however, shall a Holder be required to contribute any amount under this Section 5.8(c). The amount paid or payable by an indemnified party as a result 1.07(b) in excess of the Claims referred to above shall be deemed to include lesser of (subject i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred proportion of the total Registrable Securities sold under such registration statement which is being sold by such indemnified party in connection with investigating Holder or defending any (ii) the proceeds received by such action, proceeding or claimHolder from its sale of Registrable Securities under such registration statement. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute . (c) The indemnification and contribution provided for in this Section 1.07 will remain in full force and effect regardless of any amount in excess investigation made by or on behalf of the dollar amount equal to indemnified parties or any officer, director, employee, agent or controlling person of the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)indemnified parties.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby ITC Investments agrees to, to indemnify and hold harmlessharmless each Shareholder holding Registrable Securities, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersthe Affiliates, directors, employees officers, employees, shareholders, managers and controlling Personsagents of each such Shareholder and each Person who controls any such Shareholder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or any preliminary or final prospectus contained therein, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, and agrees to reimburse each Amneal Group Member shallsuch indemnified party, and it hereby agrees toas incurred, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, that ITC Investments will not be liable in each any case only to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to ITC Investments by or on behalf of any such Shareholder specifically for inclusion therein including any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 3.3(c). This indemnity agreement will be in addition to any liability which ITC Investments may otherwise have. (b) Each Shareholder severally (and not jointly) agrees to indemnify and hold harmless ITC Investments and each of its Affiliates, directors, employees, shareholders, managers and agents and each Person who controls ITC Investments within the Company in writing meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by the Amneal Group Member applicable law, from and against any and all losses, claims, damages or its Representative expressly for use therein that is the liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, upon any untrue statement or omissionalleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Shareholder Free Writing Prospectus, preliminary, final or summary prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Shareholder furnished to ITC Investments by or on behalf of such Shareholder specifically for inclusion therein; provided, however, that the liability of each Amneal Group Member hereunder total amount to be indemnified by such Shareholder pursuant to this Section 3.8(b) shall be limited to an amount equal to the dollar amount of the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such Amneal Group Member from Shareholder in the sale of Registrable Shares sold by such Amneal Group Member pursuant offering to which such registration statement or prospectusprospectus relates. (c) Amneal Group Promptly after receipt by an indemnified party under this Section 3.8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 3.8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the Company agree indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that ifthere may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any reasonlocal counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 3.8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnification provisions contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 5.8(a3.8(a) or Section 5.8(b3.8(b) are above is unavailable to or are insufficient to hold harmless an indemnified party in respect of for any Claims referred to thereinreason, then each applicable indemnifying party shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including legal or payable by other expenses reasonably incurred in connection with investigating or defending same) to which such indemnified indemnifying party as a result of such Claims may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party, party on the one hand, hand and the indemnified party, party on the other handhand in connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions in respect to the applicable offering of securitiesthereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such the indemnifying party on the one hand or by such the indemnified party, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c3.8(d) were to be determined by pro rata allocation (even if the Shareholders holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.8(c3.8(d). The amount paid to or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 3.8(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. No Notwithstanding the provisions of this Section 3.8(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.8, each Person who controls any Shareholder holding Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Shareholder, agent or underwriter shall have the same rights to contribution as such Shareholder, agent or underwriter, and each Person who controls ITC Investments within the meaning of either the Securities Act or the Exchange Act and each officer and director of ITC Investments shall have the same rights to contribution as ITC Investments, subject in each case to the applicable terms and conditions of this Section 3.8(d). Notwithstanding the foregoing, no Amneal Group Member the total amount to be contributed by any Shareholder pursuant to this Section 3.8(d) shall be liable limited to contribute the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such Shareholder in the offering to which such registration statement or prospectus relates. (e) The provisions of this Section 3.8 will remain in full force and effect, regardless of any amount in excess investigation made by or on behalf of any Shareholder holding Registrable Securities or ITC Investments or any of the dollar amount equal officers, directors or controlling Persons referred to in this Section 3.8, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 3.8 to the sum of fullest extent permitted by Applicable Law; provided, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount (after deducting underwriters’ discounts and commissions and other reimbursable expenses) of proceeds received by such Amneal Group Member seller from the sale of such Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Shelf Registration.

Indemnification; Contribution. (a) In the event connection with any registration of Registrable Shares are included in a registration statement contemplated by this AgreementSecurities or Takedown Offering pursuant to Section 2.01 or Section 2.02, the Company shallwill indemnify, and it hereby agrees to, indemnify defend and hold harmlessharmless Holder, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersAffiliates, directors, employees officers and controlling Persons, if any, in any offering or sale shareholders and each person who controls Holder within the meaning of either Section 15 of the Registrable Shares, against any losses, claims, damages Securities Act or liabilities in respect thereof and expenses (including reasonable fees Section 20 of counsel) the Exchange Act (collectively, the “ClaimsIndemnified Persons”), to which each such indemnified party may become subject, insofar as such Claims (including ) from and against any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement, part of any Registration Statement or any preliminary or final prospectus contained thereinProspectus, or including any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them used in connection with investigating the Registrable Securities or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementIssuer FWP, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall Company will not be limited required to an amount equal indemnify any Indemnified Person for any Losses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with information with respect to any Indemnified Person furnished to the dollar amount Company in writing by, or at the direction of, Holder or any Indemnified Person expressly for use in such Registration Statement, Prospectus or Issuer FWP. (b) In connection with any Registration Statement, Prospectus or Issuer FWP, each Holder, on a several but not joint and several basis, will indemnify, defend and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company (within the meaning of either Section 15 of the net proceeds received Securities Act or Section 20 of the Exchange Act) from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained in any part of any Registration Statement or any Prospectus, including any amendment or supplement thereto, used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only with respect to information furnished to the Company in writing by, or at direction of, such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant Holder or any Indemnified Persons related to such registration statement Holder expressly for use in such Registration Statement, Prospectus or prospectusIssuer FWP. (c) Amneal Group and the Company agree that ifIn case any claim, for action or proceeding (including any reason, the indemnification provisions contemplated by governmental investigation) is instituted involving any person in respect of which indemnity may be sought pursuant to Section 5.8(a2.08(a) or Section 5.8(b2.08(b), such person (the “Indemnified Party”) will promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall be entitled to participate therein and, to the extent it shall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such counsel related to such claim, action or proceeding; provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its obligations pursuant to this Agreement except to the extent such Indemnifying Party has been actually prejudiced by such failure or delay. In any such claim, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party fails to assume the defense of the claim, action or proceeding within 15 Business Days following receipt of notice from the Indemnified Party, or (iii) the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them. It is understood that the Indemnifying Party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties. The Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) such settlement includes no finding or admission of any violation of Law or any violation of the rights of any person by the Indemnified Party or any of its Affiliates as the result of such action, and (iii) the sole relief (if any) provided in such settlement is monetary damages that are reimbursed in full by the Indemnifying Party. No Indemnified Party will, without the prior written consent of the Indemnifying Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder. (d) If the indemnification provided for in this Section 2.08 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or are is insufficient to hold harmless an indemnified party in respect of any Claims Losses referred to thereinin this Section 2.08, then each the Indemnifying Party, in lieu of indemnifying party shall such Indemnified Party, will contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims Losses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying partyIndemnifying Party and Indemnified Party in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and the indemnified partyHolder, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party and indemnified party shall Indemnified Party will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any reasonable legal or other out of pocket fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faultsconnection with any investigation, but also the relative benefits of the indemnifying party and the indemnified partyclaim, as well as any other relevant equitable considerations. action or proceeding. (e) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c2.08(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c2.08(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person person guilty of “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoingprovisions of this Section 2.08(e), no Amneal Group Member Holder shall not be liable required to contribute contribute, in the aggregate, any amount in excess of the dollar amount equal to the sum of (i) by which the net proceeds received by such Amneal Group Member Holder from the sale of the Registrable Shares sold Securities exceeds the amount of any damages which Holder has otherwise been required to pay by reason of such Amneal Group Member pursuant to such registration untrue or alleged untrue statement or prospectusomission or alleged omission. (f) If indemnification is available under this Section 2.08, minus (ii) any amounts paid or payable by such Amneal Group Member the Indemnifying Party will indemnify each Indemnified Party pursuant to Section 5.8(b2.08(a) (except and 2.08(b) to the fullest extent permissible under applicable Law, without regard to the relative fault of said Indemnifying Party or Indemnified Party or any other equitable consideration provided for in Section 2.08(d) or Section 2.08(e). The obligations of the case of fraud or willful misconduct)Company under this Section 2.08 shall be in addition to any liability that the Company may otherwise have to any Indemnified Person.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, (i) indemnify and hold harmless, or cause to be indemnified and held harmless, harmless each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, Stockholder in any offering or sale of the Registrable Shares, and such Stockholder’s partners, members, managers and Affiliates (but not, for the avoidance of doubt, any Stockholder Designee in such person’s capacity as a Director of the Company) and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act or the Exchange Act from and against any and all losses, claims, damages damages, or liabilities liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected reached in accordance with the requirements for consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims Prospectus (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement, in the light of the circumstances in which they were made), not misleading, ; and (ii) reimburse periodically upon demand each Amneal Group Member shall, and it hereby agrees to, reimburse the Company indemnified party for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims; provided, however, that the Company shall not be liable to an indemnified party in any such case to the extent, and only to the extent, that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company about a Stockholder by such indemnified party expressly for use therein, or if the Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to such Stockholder a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement. (b) Each Stockholder shall, and hereby agrees to, severally and not jointly (i) indemnify and hold harmless the Company in any offering or sale of Registrable Shares, each director of the Company, each officer of the Company who shall sign the applicable Registration Statement and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act or the Exchange Act from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand each indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims, in each case to the extent, and only to the extent extent, that such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information information about such Stockholder furnished in writing to the Company in writing by the Amneal Group Member or its Representative such Stockholder expressly for use therein that is therein, or if such Stockholder sold securities to the subject Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Stockholders a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or omissionalleged untrue statement or omission or alleged omission made in such Registration Statement; provided, however, that the aggregate liability of each Amneal Group Member hereunder a Stockholder under this Section 6.6 shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member Stockholder from the sale of Registrable Stockholder Shares sold by such Amneal Group Member Stockholder pursuant to such registration statement Registration Statement or prospectusProspectus in the transaction giving rise to such Claim. (c) Amneal Group Each Stockholder, on the one hand, and the Company agree Company, on the other hand, agrees that if, for any reason, the indemnification provisions contemplated by Section 5.8(a6.6(a) or Section 5.8(b6.6(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securitiesstatements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c6.6(c) is not permitted by applicable lawLaw, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and a Stockholder on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering of securities (net of discounts and commissions but before deducting expenses) giving rise to the applicable Claim bears to the net proceeds received by such Stockholder with respect to its sale of Registrable Shares giving rise to such Claim. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c6.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6.6(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.96.7) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member Stockholder shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member Stockholder from the sale of Registrable Stockholder Shares sold by such Amneal Group Member Stockholder pursuant to such registration statement Registration Statement or prospectus, minus (ii) Prospectus in the transaction giving rise to such Claim less any amounts previously paid or payable by such Amneal Group Member Stockholder pursuant to Section 5.8(b6.6(b). The Stockholders obligations to contribute as provided in this Section 6.6(c) (except in the case of fraud or willful misconduct)are several and not joint.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreementapplicable law, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlessharmless Sponsor Stockholder, each Amneal Group Member underwriter and its respective officersthe equityholders, controlling persons, directors, officers and employees and controlling Persons, if any, of each of the foregoing in any offering or sale of the Registrable SharesSecurities, including pursuant to Section 6.01, Section 6.02 or Section 6.05, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual and documented out-of-pocket fees of counsellegal counsel reasonably incurred) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, reimburse periodically each such Amneal Group Member indemnified Person for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred and documented by them it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, or preliminary or final prospectusProspectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing (x) by such Amneal Group Member Sponsor Stockholder or on behalf of such Amneal Group Member by any Representative of the Amneal Group MemberSponsor Stockholder, expressly for use therein, it being understood and agreed that is the subject only such information furnished by Sponsor Stockholder or any Representative of Sponsor Stockholder consists of the untrue statement information described as such in Section 6.13(b) or omission(y) by or on behalf of any underwriter expressly for use therein. (b) In To the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreementapplicable law, each Amneal Group Member Sponsor Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company Company, its directors, officers, employees and its other equityholders and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information regarding Sponsor Stockholder furnished to the Company in writing by the Amneal Group Member Sponsor Stockholder or its any Representative of Sponsor Stockholder expressly for use therein therein, it being understood and agreed that is the subject only such information furnished by Sponsor Stockholder or any Representative of Sponsor Stockholder consists of the untrue statement number of shares of Common Stock owned by Sponsor Stockholder, the number of Registrable Securities proposed to be sold by Sponsor Stockholder, the name and address of Sponsor Stockholder and the method of distribution proposed by Sponsor Stockholder, and (ii) reimburse the Company for any actual and documented out-of-pocket legal or omissionother out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim; provided, however, that the liability of each Amneal Group Member hereunder in no event shall be limited to any indemnity or reimbursement by Sponsor Stockholder under this Section 6.13(b) exceed an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from Sponsor Stockholder in respect of the sale of Registrable Shares sold by such Amneal Group Member pursuant Securities giving rise to such registration statement indemnification or prospectusreimbursement obligation. (c) Amneal Group Sponsor Stockholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a6.13(a) or Section 5.8(b6.13(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party Indemnifying Party (as defined below) shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying partyIndemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party Indemnifying Party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c6.13(c) is not permitted by applicable law, then each indemnifying party Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party Indemnifying Party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c6.13(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6.13(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.96.14) any actual and documented out-of- pocket legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless (i) the Holder, (ii) each other Person who participates as an underwriter in the offering or cause sale of such securities, (iii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Holder or underwriter (any of the persons referred to be indemnified in this clause (iii) being hereinafter referred to as a "controlling person") and held harmless, each Amneal Group Member and its (iv) the respective officers, directors, employees partners, employees, representatives and controlling Persons, if any, in any offering or sale agents of the Registrable SharesHolder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, judgments or liabilities expenses, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof and expenses (including reasonable fees of counselthereof) (collectively, “"Claims”"), to which each such indemnified party Person may become subjectsubject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Registration Statement or any preliminary or final prospectus contained therein, Prospectus (or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented a violation by the Company in connection with investigating of the Securities Act or defending any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Company relating to any such Claimsregistration or qualification, in each case only to the extent that except insofar as such losses, claims, damages, liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement or omission or alleged omission was made that is based upon information relating to such indemnified Person furnished in reliance upon and in conformity with the Required Amneal Group Member Information furnished writing to the Company in writing by the Amneal Group Member or its Representative on behalf of any of such indemnified Person expressly for use therein therein; (y) with respect to the preliminary Prospectus, result from the fact that is the subject Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; providedor (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the liability Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Amneal Group Member hereunder shall be limited to an amount equal indemnified Person, settle or compromise or consent to the dollar amount entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the net proceeds Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Amneal Group Member Holder from the sale or other disposition of Registrable Shares sold its Restricted Securities covered by such Amneal Group Member pursuant Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such registration statement or prospectuscontrolling person shall have the rights and duties given to the Holder by Section 2.8(a). (c) Amneal Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 2.8 is unavailable to or are insufficient to hold harmless an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any Claims losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party, on the one hand, Company and the indemnified partyHolder in connection with the statements or omissions which resulted in such losses, on the claims, damages, liabilities, judgments or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party the Company on the one hand and indemnified party of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the Holder and the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. IfThe amount paid to a party as a result of the losses, howeverclaims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the allocation limitations set forth in the first sentence second paragraph of this Section 5.8(c) is not permitted by applicable law2.8(a), then each indemnifying party shall contribute to the amount paid any legal or payable other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party connection with investigating or defending any action or claim. The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holder agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c2.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding sentences paragraph. Notwithstanding the provisions of this Section 5.8(c). The 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred dollar amount of proceeds received by such indemnified party in connection with investigating Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue statement or defending any such action, proceeding omission or claimalleged omission. No Person person guilty of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding The indemnity, and contribution provisions contained in this Section 2.8 are in addition to any liability which the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal indemnifying person may otherwise have to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant indemnified persons referred to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)above.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, harmless each Amneal Group Member Participating Investor and its respective partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of the Registrable Common Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, reimburse each Participating Investor or any such Amneal Group Member underwriter for any legal or other out-of-pocket expenses reasonably incurred and documented by them it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by such Amneal Group Member Participating Investor or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, underwriter expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member Each Participating Investor shall, and hereby agrees to, to (1) indemnify and hold harmless the Company Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Participating Investor expressly for use therein that is therein, and (2) reimburse the subject of Company for any legal or other out-of-pocket expenses reasonably incurred by the untrue statement Company in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group Promptly after receipt by an indemnified party under Section 4.7(a) or Section 4.7(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 4.7(a) or Section 4.7(b) may be requested, such indemnified party shall notify the indemnifying party in writing of the commencement of such action or proceeding, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 4.7(a) or Section 4.7(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy. (d) Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 4.7(a) or Section 5.8(b4.7(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereintherein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.94.7(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event If any Registrable Shares Securities are included in a registration statement contemplated by under this Agreement: 6.1. To the extent permitted by applicable law, the Company shall, and it hereby agrees to, shall indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each Selling Holder, each Amneal Group Member and its respective officers, directors, employees and controlling PersonsPerson, if any, in any offering or sale who controls such Selling Holder within the meaning of the Registrable SharesSecurities Act, and each officer, director, partner, and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, or actions or proceedings in respect thereofclaims, damages, liabilities and expenses arise out of or are based upon an any of the following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or including any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case for any such loss, claim, damage, liability or expense to the extent that any such Claims arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, a Violation which occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, indemnified party expressly for use thereinin connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is the subject of the untrue statement based on or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise arises out of or are based upon an untrue statement or alleged untrue statement of a material fact fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 6.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or any preliminary threatened action, suit, proceeding or final prospectus contained thereininvestigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, or any document incorporated by reference thereininsofar as such losses, or claims, damages, liabilities and expenses arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such ClaimsViolation, in each case to the extent (and only to the extent extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Selling Holder expressly for use therein that is the subject of the untrue statement or omissionin connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of each Amneal Group Member hereunder the relevant Selling Holder of Registrable Securities, which consent shall not be limited to an amount equal to unreasonably withheld, and (y) in no event shall the dollar amount of any indemnity under this Section 7.2 exceed the net gross proceeds from the applicable offering received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSelling Holder. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated 6.3. Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 6.4. If the indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 7: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 7.4 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c7.4(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 6.5. Notwithstanding If indemnification is available under this Section 7, the foregoing, no Amneal Group Member indemnifying parties shall be liable indemnify each indemnified party to contribute the full extent provided in this Section 7 without regard to the relative fault of such indemnifying party or indemnified party or any amount other equitable consideration referred to in excess Section 7.4. 6.6. The obligations of the dollar amount equal to Company and the sum of (i) the net proceeds received by such Amneal Group Member from the sale Selling Holders of Registrable Shares sold by such Amneal Group Member Securities under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to such a registration statement or prospectusunder this Agreement, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)and otherwise.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, harmless each Amneal Group Member Participating Investor and its respective partners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of the Registrable Common Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, reimburse each Participating Investor or any such Amneal Group Member underwriter for any legal or other out-of-pocket expenses reasonably incurred and documented by them it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by such Amneal Group Member Participating Investor or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, underwriter expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member Each Participating Investor shall, and hereby agrees to, to (1) indemnify and hold harmless the Company Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Participating Investor expressly for use therein that is therein, and (2) reimburse the subject of Company for any legal or other out-of-pocket expenses reasonably incurred by the untrue statement Company in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group Promptly after receipt by an indemnified party under Section 4.7(a) or Section 4.7(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 4.7(a) or Section 4.7(b) may be requested, such indemnified party shall notify the indemnifying party in writing of the commencement of such action or proceeding, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 4.7(a) or Section 4.7(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy. (d) Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 4.7(a) or Section 5.8(b4.7(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereintherein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.94.7(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding pro- ceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, shall indemnify and hold harmlessharmless each Holder, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, officers and directors, employees and controlling Personseach person, if any, in any offering or sale who controls such Holder within the meaning of either Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable attorneys' fees and expenses and reasonable costs of counselinvestigation) (collectivelyincurred by such party pursuant to any actual or threatened action, “Claims”)suit, to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, any Prospectus or any preliminary or final prospectus contained thereinProspectus, or any amendment or supplement thereto, or to any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were madeforegoing, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyii) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse or (iii) any violation or alleged violation by the Company for of any legal United States federal, state or other out-of-pocket expenses reasonably incurred common law rule or regulation applicable to the Company and documented relating to action required of or inaction by the Company in connection with investigating or defending any such Claims, registration except in each case only insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to a Holder furnished to the Company by such Holder or its counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of each Holder. Notwithstanding the foregoing provisions of this Section 11(a), the Company shall not be liable to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 11 for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that such arises out of an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished preliminary Prospectus if a Holder, or other Person on behalf of such Holder, failed to send or deliver a copy of a final Prospectus to the Company in writing by Person asserting the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal claim prior to the dollar amount written confirmation of the net proceeds received by such Amneal Group Member from the sale of the Registrable Shares sold Securities to such Person and such statement or omission was corrected in such final Prospectus and the Company had previously and timely furnished sufficient copies thereof to the Holders in accordance with this Agreement. (b) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such Amneal Group Member indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 11 (provided that failure to give such registration statement notification shall not affect the obligations of the indemnifying party pursuant to this Section 11 except to the extent the indemnifying party shall have been materially prejudiced as a result of such failure). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 11 for any legal expenses of other counsel or prospectusany other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if (i) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnifying party and such indemnified party and such indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and such indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel, in which case the fees and expenses of one counsel or firm of counsel (plus one local or regulatory counsel or firm of counsel) selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party and the fees and expenses of all other counsel retained by the indemnified parties shall be paid by the indemnified parties. No indemnified party shall consent to entry of any judgment or enter into any settlement without the consent (which consent, in the case of an action, suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of each indemnifying party. (c) Amneal Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by from the indemnifying party provided for in this Section 5.8(a) or Section 5.8(b) are 11 is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to therein, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified party in connection with the actions or omissions which resulted in such losses, on the one handclaims, damages, liabilities and the indemnified partyexpenses, on the as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by (in writing, in the case of a Holder) by, such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement action or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 11(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerationsinvestigation or proceeding. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c11(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the preceding sentences number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 5.8(c11(c). The , no underwriter shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject amount by which the total price at which the Registrable Securities underwritten by it and distributed to the limitations set forth in Section 5.9) public were offered to the public exceeds the amount of any legal damages which such underwriter has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding If indemnification is available under this Section 11, the foregoing, no Amneal Group Member indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Section 11(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(c). (d) The provisions of this Section 11 shall be liable in addition to contribute any amount liability which any party may have to any other party and shall survive any termination of this Agreement. The indemnification provided by this Section 11 shall survive the transfer of such Registrable Securities by the Holder and shall remain in excess full force and effect irrespective of the dollar amount equal to the sum any investigation made by or on behalf of (i) the net proceeds received by an indemnified party, so long as such Amneal Group Member from the sale indemnified party is not guilty of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement acting in a fraudulent, reckless or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)grossly negligent manner.

Indemnification; Contribution. (a) In the event Incident to any Registrable Shares are included in a registration statement contemplated by referred to in this AgreementArticle 4, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each underwriter, each Amneal Group Member Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its respective stockholders of any such partners), and directors, officers, directors, employees and controlling Personsagents of any of them (a "Selling Holder"), if any, in and each person who controls any offering or sale of them within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act (a "Controlling Person"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (iii) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal state securities or other out-of-pocket expenses reasonably incurred and documented by them "blue sky" laws or any rule or regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission made in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each other underwriter, the Company (including its directors, officers, employees, shareholders and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or preliminary Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or final prospectusseveral, to which they, or amendment any of them, may become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state statutory law or regulation, in reliance upon and in conformity with the Required Amneal Group Member Information furnished at common law or otherwise to the Company same extent provided in writing the immediately preceding sentence. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 4.7(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Amneal Group Member Selling Holder or on behalf (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omissionregistration statement. (b) In the event the Company, any Registrable Shares are included selling Holder or other person receives a complaint, claim or other notice of any liability or action, giving rise to a claim for indemnification under Section 4.7(a) above, the person claiming indemnification under such paragraph shall promptly notify the person against whom indemnification is sought of such complaint, notice, claim or action, and such indemnifying person shall have the right to investigate and defend any such loss, claim, damage, liability or action. No indemnifying person in a registration statement contemplated by this Agreementthe defense of any such claim or litigation, each Amneal Group Member shall, except with the consent of each indemnified person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified person of a release from all liability in respect of such claim or litigation. The person claiming indemnification shall have the right to employ separate counsel in any such action and hereby agrees to, indemnify to participate in the defense thereof but the fees and hold harmless expenses of such counsel shall not be at the Company and its officers, directors, employees and controlling Persons, if anyexpense of the person against whom indemnification is sought (unless the indemnifying party fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by the person against whom indemnification is sought). In no event shall a person against whom indemnification is sought be obligated to indemnify any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company person for any legal settlement of any claim or other out-of-pocket expenses reasonably incurred and documented by action effected without the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusindemnifying person's prior written consent. (c) Amneal Group and If the Company agree that if, indemnification provided for in Section 4.7(a) above for any reason, the indemnification provisions contemplated reason is held by Section 5.8(a) or Section 5.8(b) are a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 4.7, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying partyCompany, the other Selling Holders and the underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the one handcover page of the applicable prospectus, and the indemnified party, on the other hand, with respect bear to the applicable aggregate public offering price of securitiesthe Registrable Securities. The relative fault of such indemnifying party the Company, the Selling Holders and indemnified party the underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company, the Selling Holders or by such indemnified party, the underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, howeverThe Company, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable lawSelling Holders, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto underwriters agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c4.7(c) were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding sentences of paragraph. In no event, however, shall a Selling Holder be required to contribute any amount under this Section 5.8(c). The amount paid or payable by an indemnified party as a result 4.7(c) in excess of the Claims referred to above shall be deemed to include lesser of (subject i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred proportion of the total Registrable Securities sold under such registration statement which are being sold by such indemnified party in connection with investigating Selling Holder or defending any (ii) the proceeds received by such action, proceeding or claimSelling Holder from its sale of Registrable Securities under such registration statement. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. Notwithstanding . (d) The amount paid by an indemnifying party or payable to an indemnified party as a result of the foregoinglosses, no Amneal Group Member claims, damages and liabilities referred to in this Section 4.7 shall be liable deemed to contribute include, subject to the limitations set forth above, any amount legal or other expenses reasonably incurred by such indemnified party in excess connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 4.7 will remain in full force and effect regardless of any investigation made by or on behalf of the dollar amount equal indemnified parties or any officer, director, employee, agent or controlling person of the indemnified parties. (e) The indemnification provided by this Section 4.7 shall be a continuing right to indemnification and shall survive the sum of (i) the net proceeds received by such Amneal Group Member from the registration and sale of any Registrable Shares sold Securities by such Amneal Group Member pursuant any person entitled to such registration statement indemnification hereunder and the expiration or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case termination of fraud or willful misconduct)this Agreement.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company EchoStar shall, and it hereby agrees to, indemnify and hold harmlessharmless the Investors and their respective directors, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, employees, Affiliates and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company EchoStar as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company EchoStar shall, and it hereby agrees to, reimburse, upon request, each reimburse periodically the Investors or any such Amneal Group Member underwriter for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company EchoStar shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made (i) in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to EchoStar by the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, Investors expressly for use therein, (ii) in any prospectus used after such time as EchoStar advised such Investor in writing that is the subject filing of a post-effective amendment or supplement thereto was required, other than such prospectus as so amended or supplemented or (iii) in any prospectus used after such time as the untrue statement or omissionobligation of EchoStar to keep such prospectus effective and current shall have expired. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member The Investors shall, and hereby agrees to, indemnify and hold harmless the Company EchoStar, its directors, officers, employees, Affiliates and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares Securities, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Investors as provided herein), or actions or proceedings in *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing EchoStar by the Amneal Group Member or its Representative Investors expressly for use therein that is the subject therein, and periodically reimburse such indemnified Person for any legal or other out-of-pocket expenses reasonably incurred by such indemnified Person in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 4.4(a) or Section 4.4(b) of written notice of the untrue statement commencement of any action or omissionproceeding for which indemnification under Section 4.4(a) or Section 4.4(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the liability indemnifying party fails to promptly assume and control the defense of such action or proceeding; (ii) if such indemnified party who is a defendant in any action or proceeding that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party that are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each Amneal Group Member hereunder jurisdiction) and the indemnifying party shall be limited liable for any expenses therefor (including, without limitation, any such counsel’s reasonable fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to an amount equal pay the fees and expenses of more than one counsel (and one local counsel per jurisdiction) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the dollar amount prior written consent of the net proceeds received indemnified party, compromise or consent to entry of any judgment or enter into *** Certain confidential portions of this exhibit were omitted by such Amneal Group Member from means of redacting a portion of the sale text. Copies of Registrable Shares sold by such Amneal Group Member the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 4.4(a) or Section 4.4(b) (whether or not the indemnified party is an actual or potential party thereto), unless such registration compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or prospectusadmission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (cd) Amneal Group The Investors and the Company EchoStar agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 4.4(a) or Section 5.8(b4.4(b) of this Agreement are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first second preceding sentence of this Section 5.8(c) is not permitted by applicable lawApplicable Law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c4.4(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c4.4(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.94.4(c) of this Agreement) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities ActAct or any successor provision thereof) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event Incident to any registration of any Registrable Shares are included in a registration statement contemplated by Securities under the Securities Act pursuant to this Agreement, the Company shall, and it hereby agrees to, will indemnify and hold harmlessharmless each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or cause to be indemnified and held harmlessany of them, each Amneal Group Member and its respective officersmay become subject under the Securities Act, directorsthe Exchange Act or other federal or state statutory law or regulation, employees and controlling Personsat common law or otherwise, if any, in any offering or sale of the Registrable Shares, against any insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement thereto, to such registration statement or any document incorporated by reference therein, prospectus) or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any (1) such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or alleged omission made on behalf of such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (2) in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing case of a sale directly by such Amneal Group Member or Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided hereinHolder), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made contained in reliance upon a preliminary prospectus and corrected in conformity with a final or amended prospectus, and such Holder failed to deliver a copy of the Required Amneal Group Member Information final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any state securities laws. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder in writing by the Amneal Group Member or its Representative expressly accordance with Section 4(b) of this Agreement for use therein that is in such registration statement, such Holder, on a several and not joint basis, will indemnify and hold harmless the subject Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the untrue statement Securities Act or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount Section 20 of the net proceeds received by such Amneal Group Member Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the sale same are incurred), to which they, or any of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement them, may become subject under the Securities Act, the Exchange Act or prospectusother federal or state statutory law or regulation, at common law or otherwise. (cb) Amneal Group and If the Company agree that if, indemnification provided for in Section 5(a) above for any reason, the indemnification provisions contemplated reason is held by Section 5.8(a) or Section 5.8(b) are a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 5, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the other Holders from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying partyCompany and the other Holders in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Holders shall be deemed to be in the same respective proportions that the net proceeds from the offering received by the Company and the Holders, in each case as set forth in the table on the one handcover page of the applicable prospectus, and the indemnified party, on the other hand, with respect bear to the applicable aggregate public offering price of securitiesthe Registrable Securities. The relative fault of such indemnifying party the Company and indemnified party the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, on behalf of the Company or the Holders and the partiesParties’ relative intent, knowledge, knowledge and access to information and opportunity to correct or prevent such statement or omissioninformation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5(b) were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimparagraph. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. Notwithstanding . (c) The amount paid by an indemnifying party or payable to an indemnified party as a result of the foregoinglosses, no Amneal Group Member claims, damages and liabilities referred to in this Section 5 shall be liable deemed to contribute include, subject to the limitations set forth above, any amount legal or other expenses reasonably incurred by such indemnified party in excess connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of the dollar amount equal indemnified parties or any officer, director, employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent of entry of any judgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld. Any indemnified party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement or threat of any claim or action against such party in respect of which a claim is to be made against an indemnifying party under this Section 5 notify the indemnifying party in writing (such written notice, an “Indemnification Notice”) of the commencement or threat of such action, enclosing a copy of all papers served or notices received (if applicable), but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that the indemnifying party may have to any indemnified party under the foregoing provisions of this Section 5 unless, and only to the sum extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. The indemnified party will have the right to retain its own counsel in any such action if (i) the net proceeds received employment of counsel by such Amneal Group Member from the sale of Registrable Shares sold indemnified party has been authorized by such Amneal Group Member pursuant to such registration statement or prospectusthe indemnifying party, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except the indemnified party’s counsel, with the concurrence of indemnifying party’s counsel, shall have reasonably concluded that there is a substantial likelihood of a conflict of interest between the indemnifying party and the indemnified party in the case conduct of fraud the defense of such action or willful misconduct)(iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within a reasonable period of time following its receipt of the Indemnification Notice, in each of which cases the fees and expenses of the indemnified party’s separate counsel shall be at the expense of the indemnifying party; provided, however, that the indemnified party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the indemnified party to whom such expenses are advanced is not entitled to be indemnified; and provided, further, that so long as the indemnified party has reasonably concluded that no conflict of interest exists, the indemnifying party may assume the defense of any action hereunder with counsel reasonably satisfactory to the indemnified party. (d) In the event of an underwritten offering of Registrable Securities under this Agreement, the Company and the Holders shall enter into standard indemnification and underwriting agreements with the underwriter thereof. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the provisions of this Section 5, the provisions in the underwriting agreement shall control. (e) The obligation of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities in a registration statement under Section 2, and otherwise.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, will indemnify and hold harmlessharmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, in under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each such indemnified party holder may become subjectsubject under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Amneal Group Member shall, such holder and it hereby agrees to, reimburse the Company affiliate for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company such holder in connection with investigating or defending any such Claimsaction or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such holder expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectustherein. (c) Amneal Group Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the Company agree indemnifying party, as appropriate, and such indemnified party has been advised by counsel that ifthe representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for any reason, the indemnified party will be paid by the indemnifying party. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) 8 is unavailable or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party, on the one hand, Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c8(d) were to be determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which that does not take into account the equitable considerations referred to above in the preceding sentences of this Section 5.8(csubsection (e). The Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating investigation or defending any such action, proceeding action or claim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the foregoingcontrary, no Amneal Group Member holder shall be liable to contribute for any amount amount, in the aggregate, in excess of the dollar amount equal to the sum of (i) the net proceeds received by to such Amneal Group Member holder from the sale of Registrable Shares sold by such Amneal Group Member pursuant holder's shares (obtained upon exercise of Warrants) giving rise to such registration statement losses, claims, damages, or prospectusliabilities. (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, minus (ii) upon the same terms and conditions, to each person, if any, who controls any amounts paid or payable by holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such Amneal Group Member pursuant holders may otherwise have and shall extend, upon the same terms and conditions to Section 5.8(b) (except in each person, if any, who controls the case Company within the meaning of fraud or willful misconduct)the Act.

Indemnification; Contribution. (a) In the event If any Registrable Shares Securities are included in a registration statement contemplated by under this Agreement: 7.1. To the extent permitted by applicable law, the Company shall, and it hereby agrees to, shall indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each Selling Holder, each Amneal Group Member and its respective officers, directors, employees and controlling PersonsPerson, if any, in any offering or sale who controls such Selling Holder within the meaning of the Registrable SharesSecurities Act, and each officer, director, partner, and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, or actions or proceedings in respect thereofclaims, damages, liabilities and expenses arise out of or are based upon an any of the following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or including any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case for any such loss, claim, damage, liability or expense to the extent that any such Claims arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, a Violation which occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, indemnified party expressly for use thereinin connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is the subject of the untrue statement based on or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise arises out of or are based upon an untrue statement or alleged untrue statement of a material fact fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or any preliminary threatened action, suit, proceeding or final prospectus contained thereininvestigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, or any document incorporated by reference thereininsofar as such losses, or claims, damages, liabilities and expenses arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such ClaimsViolation, in each case to the extent (and only to the extent extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Selling Holder expressly for use therein that is the subject of the untrue statement or omissionin connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of each Amneal Group Member hereunder the relevant Selling Holder of Registrable Securities, which consent shall not be limited to an amount equal to unreasonably withheld, and (y) in no event shall the dollar amount of any indemnity under this Section 7.2 exceed the net gross proceeds from the applicable offering received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSelling Holder. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated 7.3. Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 7.4. If the indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 7: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 7.4 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c7.4(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 7.5. Notwithstanding If indemnification is available under this Section 7, the foregoing, no Amneal Group Member indemnifying parties shall be liable indemnify each indemnified party to contribute the full extent provided in this Section 7 without regard to the relative fault of such indemnifying party or indemnified party or any amount other equitable consideration referred to in excess Section 7.4. 7.6. The obligations of the dollar amount equal to Company and the sum of (i) the net proceeds received by such Amneal Group Member from the sale Selling Holders of Registrable Shares sold by such Amneal Group Member Securities under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to such a registration statement or prospectusunder this Agreement, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)and otherwise.

Indemnification; Contribution. (a) In the event connection with any registration of Registrable Shares are included in a registration statement contemplated by Securities pursuant to this AgreementArticle III, the Company shall, and it hereby Parent agrees to, to indemnify and hold harmless, or cause to be indemnified and held harmlessthe fullest extent permitted by Law, each Amneal Group Member of the Investors and their respective Affiliates, the Investors’ Representative and each of its respective Affiliates, and each Person who controls an Investor or the Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the directors, officers, directorsemployees, employees partners, affiliates, members, managers, trustees, shareholders, assignees and controlling Persons, if any, in any offering or sale representatives of each of the Registrable Sharesforegoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages or liabilities in respect thereof damages, liabilities, judgments, actions and expenses (including reasonable attorneys’ fees of counseland other expenses actually incurred by them in connection with investigating, defending or settling any such losses, claims, damages, liabilities, actions or proceedings) (collectively, “ClaimsLosses”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), ) joint or actions or proceedings in respect thereof, arise several arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement, or any preliminary or final prospectus contained thereinor other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any violation or alleged violation by Parent or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to Parent or any of its Subsidiaries and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal relating to action or other out-of-pocket expenses reasonably incurred and documented by the Company inaction in connection with investigating or defending any such Claimsregistration, in each case only Registration Statement, other disclosure document or Issuer FWP; provided, however, that Parent will not be required to the extent that indemnify any Indemnified Person for any losses, claims, damages, liabilities, judgments, actions or expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in conformity with information with respect to such Indemnified Person or related Investors furnished to Parent in writing by or on behalf of such related Investors expressly for use therein. (b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, in which an Investor is participating, each such Investor agrees to indemnify, severally and not jointly, Parent, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from Parent to the Investors, but only with respect to information with respect to such Investor furnished to Parent in writing by such Investor expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP to the extent such information is included therein in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing Parent by the Amneal Group Member or its Representative such Investor expressly for use therein therein; provided, however, that is the subject in no event shall any Investor’s liability pursuant to this Section 2.08 in respect of the untrue statement offering to which such loss, claim, damages, liabilities, judgments, actions or omissionexpenses relate exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any damages which such Investor has otherwise been required to pay by reason of such information. (c) In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 2.08(a) or Section 2.08(b), such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided, however, that the liability failure to give such notice shall not relieve the indemnifying party of each Amneal Group Member hereunder shall be limited its obligations pursuant to an amount equal this Agreement except to the dollar amount extent such indemnifying party has been prejudiced in any material respect by such failure and (ii) permit the indemnifying party to assume the defense of such claim, action or proceeding with counsel reasonably satisfactory to the indemnified party to represent the indemnified party (in which case, indemnifying party shall pay the fees and disbursements of such counsel related to such claim, action or proceeding). In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the Charter, Bylaws and applicable Law, if any) unless (A) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel, (B) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, with a copy provided to Parent, that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, (C) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party, or (D) any such, claim, action or proceeding is a criminal or regulatory enforcement action. It is understood that the indemnifying party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified parties (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (D) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the net proceeds received retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 2.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Amneal Group Member from indemnifying party of the sale aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of Registrable Shares sold the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such Amneal Group Member pursuant to indemnified party, unless such registration statement settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding or prospectus(ii) which involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder and provides for no admission of wrongdoing on the part thereof. (cd) Amneal Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 2.08 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities, judgments, actions or expenses referred to thereinin this Section 2.08, then each the indemnifying party shall party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of Xxxxxx, on the one hand, and the indemnified partyInvestors, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (e) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c2.08(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c2.08(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoingprovisions of Section 2.08(d) and this Section 2.08(e), no Amneal Group Member shall be liable each Investor’s liability pursuant to contribute any amount Section 2.08(d) in excess respect of the dollar offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate shall not exceed an amount equal to the sum proceeds to such Investor (after deduction of (iall Underwriters’ discounts and commissions) from such offering less the net proceeds received amount of any damages which such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 2.08 is several in proportion to the respective number of Registrable Securities held by such Amneal Group Member Investor hereunder and not joint. (f) For purposes of this Section 2.08, each Indemnified Person shall have the same rights to contribution as such Investor, and each officer, Director and Person, if any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as Parent, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 2.08, notify such party or parties from whom contribution may be sought, but the sale of Registrable Shares sold omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 2.08 or otherwise except to the extent that it has been prejudiced in any material respect by such Amneal Group Member pursuant failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such registration statement written consent was not unreasonably withheld. (g) If indemnification is available under this Section 2.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) without regard to the relative fault of said indemnifying party or prospectus, minus (iiindemnified party or any other equitable consideration provided for in Section 2.08(d) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct2.08(e).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless (i) each Holder covered by any Registration Statement, (ii) each other Person who participates as an underwriter in the offering or cause sale of such securities, (iii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such Holder or underwriter (any of the Persons referred to be indemnified in this clause (iii) being hereinafter referred to as a "controlling Person"), and held harmless, each Amneal Group Member and its (iv) the respective officers, directors, employees partners, employees, representatives and agents of any such Holder or underwriter or any controlling PersonsPerson (any Person referred to in clause (i), if any(ii), in any offering (iii) or sale of (iv) may hereinafter be referred to as an "indemnified Person"), to the Registrable Sharesfullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, judgments or liabilities expenses, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof and expenses (including reasonable fees of counselthereof) (collectively, “"Claims”"), to which each such indemnified party Person may become subjectsubject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement, Registration Statement or any preliminary or final prospectus contained therein, Prospectus (or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented a violation by the Company in connection with investigating of the Securities Act or defending any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the Company relating to any such Claimsregistration or qualification, in each case only to the extent that except insofar as such losses, claims, damages, liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement or omission or alleged omission was made that is based upon information relating to such indemnified Person furnished in reliance upon and in conformity with the Required Amneal Group Member Information furnished writing to the Company in writing by the Amneal Group Member or its Representative on behalf of any of such indemnified Person expressly for use therein therein; (y) with respect to the preliminary Prospectus, result from the fact that is such Holder sold Securities to a Person to whom there was not sent or given, at or prior to the subject written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; providedor (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the liability Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons; and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Amneal Group Member hereunder shall be limited to an amount equal indemnified Person, settle or compromise or consent to the dollar amount entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) Each Holder of Restricted Securities covered by any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers and any Person controlling (within the meaning of Section 15 of the net proceeds Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with ---- respect to actions based on information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Amneal Group Member Purchaser from the sale or other disposition of Registrable Shares sold his or its Restricted Securities covered by such Amneal Group Member pursuant Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling Person in respect of which indemnity may be sought against a Holder of Restricted Securities covered by any Registration Statement, such Holder shall have the rights and duties given the Company in Section 2.7(a) (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such registration statement or prospectuscontrolling Person shall have the rights and duties given to each Holder by Section 2.7(a). (c) Amneal Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 2.7 is unavailable to or are insufficient to hold harmless an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any Claims losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Restricted Securities, or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying partyCompany and such Holder in connection with the statements or omissions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities, judgments or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of the Company on the one hand and of such indemnifying party and indemnified party Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, Holder and the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. IfThe amount paid to a party as a result of the losses, howeverclaims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the allocation limitations set forth in the first sentence second paragraph of this Section 5.8(c) is not permitted by applicable law2.7(a), then each indemnifying party shall contribute to the amount paid any legal or payable other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with investigating or defending any other relevant equitable considerationsaction or claim. The parties hereto Company and each Holder of Restricted Securities covered by any Registration Statement agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c2.7(c) were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding sentences paragraph. Notwithstanding the provisions of this Section 5.8(c2.7(c). The , no Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred dollar amount of proceeds received by such indemnified party in connection with investigating Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue statement or defending any such action, proceeding omission or claimalleged omission. No Person guilty of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding The indemnity and contribution provisions contained in this Section 2.7 are in addition to any liability which the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal indemnifying Person may otherwise have to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant indemnified Persons referred to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)above.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless each Holder of Registrable Securities, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersthe Affiliates, directors, employees officers, employees, members, managers and controlling Personsagents of each such Holder and each Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any registration statementamendment thereof, or the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Amneal Group Member shallsuch indemnified party, and it hereby agrees toas incurred, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case only to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect on behalf of any Claims referred to thereinsuch Holder specifically for inclusion therein including, then each indemnifying party shall contribute to the amount paid without limitation, any notice and questionnaire, or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct2(e)(ii).

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument duly executed by the Amneal Group Member such sellers or its Representative expressly their underwriters specifically stating that it is for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the untrue statement Company or omission; providedany such director, howeverofficer or controlling person and shall survive the transfer of such securities by such sellers. Anything contained herein to the contrary notwithstanding, that the maximum liability of each Amneal Group Member hereunder prospective seller in the case of each prospective seller shall be limited to an amount equal to the dollar amount of the net proceeds actually received by such Amneal Group Member prospective seller from the sale of such Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSecurities. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's rights are prejudiced, or liabilities and obligations under this Section 6 are increased, as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection with investigating respect to such claim or defending litigation. The indemnifying party shall not be liable for any such action, settlement of any proceeding or claim. No Person guilty of fraudulent misrepresentation (within effected without the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty written consent of such fraudulent misrepresentation. Notwithstanding indemnifying party (which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the foregoingplaintiff, no Amneal Group Member shall be liable the indemnifying party agrees to contribute indemnify each indemnified party from and against any amount in excess loss or liability by reason of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement settlement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)judgment.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmlessharmless each Stockholder (which, or cause for purposes of this Article VI, shall be deemed to be indemnified and held harmless, include each Amneal Group Member holder of Registrable Shares) and its controlled Affiliates and their respective directors, officers, directorsmembers, employees employees, managers, partners, accountants, attorneys and controlling agents and each Person who controls (within the meaning of the Securities Act and the Exchange Act) such Persons, if any, in any offering or sale of the Registrable Shares, from and against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission of a material fact required to state be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member reimburse periodically the indemnified person for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case only to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal the Stockholder Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject . The members of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Stockholder Group Member shall, and hereby agrees toagree, severally and not jointly, to (i) indemnify and hold harmless the Company and Company, its directors, officers, directors, employees and controlling each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, if any, in any offering or sale of its Registrable Shares Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Stockholder Group Member or its Representative expressly for use therein that is therein, and (ii) reimburse the subject Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. Notwithstanding the foregoing, no member of the untrue statement Stockholder Group shall be liable under this Section 6.1(a) for amounts in excess of the proceeds (net of underwriting discounts and commissions) received by such holder in the offering giving rise to such liability. (b) Promptly after receipt by an indemnified party under Section 6.1(a) or omissionSection 6.1(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 6.1(a) or Section 6.1(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the liability indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each Amneal Group Member hereunder jurisdiction) and the indemnifying party shall be limited liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to an amount equal pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the dollar amount prior written consent of the net proceeds received by indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 6.1(a) or Section 6.1(b) (whether or not the indemnified party is an actual or potential party thereto), unless such Amneal Group Member compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the sale of Registrable Shares sold by such Amneal Group Member pursuant indemnified party to such registration any material injunctive relief or other material equitable remedy and does not include a statement or prospectusadmission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (c) Amneal The members of the Stockholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 6.1(a) or Section 5.8(b6.1(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first second preceding sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c6.1(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6.1(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.96.1(b) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal member of the Stockholder Group Member shall be liable required to contribute any amount make a contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member person from the sale of its Registrable Shares sold by such Amneal Group Member pursuant in connection with the offering that gave rise to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)contribution obligation.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, harmless each Amneal Group Member Participating Holder and its respective officerspartners, members, directors, employees officers, employees, agents and controlling Persons, if any, in any offering or sale of the Registrable SharesParticipating Shares pursuant to the Shelf Registration Statement, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementthe Shelf Registration Statement, or any Prospectus or preliminary or final prospectus Prospectus contained thereintherein with respect to Participating Shares, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, provided that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Participating Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Shelf Registration Statement, or Prospectus or preliminary or final prospectusProspectus relating to the Participating Shares, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Participating Holder with respect to such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, Participating Holder expressly for use therein, or by such Participating Holder’s failure to furnish the Company, upon the Company’s reasonable request, with the information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holders, and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement. (b) In the event any Registrable Shares are included in a registration statement contemplated by this AgreementEach Participating Holder, each Amneal Group Member severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the Company and Company, its directors, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Participating Shares pursuant to the Shelf Registration Statement, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of such Participating Holder as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, the Shelf Registration Statement or any Prospectus or preliminary or final prospectus Prospectus contained therein, or any amendment or supplement theretotherein with respect to the Participating Shares, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Participating Holder with respect to such Participating Holder expressly for use therein therein; provided, that in no event shall any indemnity under this Section 2.05(b), when combined with any contribution under Section 2.05(d) exceed the total proceeds from the offering received by such Participating Holder unless such liability arises out of or is based on Fraud (as defined in the subject Merger Agreement) or Willful Breach (as defined in the Merger Agreement) by such Participating Holder. (c) Promptly after receipt by an indemnified party under Section 2.05(a) or Section 2.05(b) of written notice of the untrue statement commencement of any action or omissionproceeding for which indemnification under Section 2.05(a) or Section 2.05(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding. In case any such action or proceeding shall be brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the liability indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of each Amneal Group Member hereunder both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties) and the indemnifying party shall be limited liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to an amount equal pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without the dollar amount prior written consent of the net proceeds received by indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 2.05(a) or Section 2.05(b) (whether or not the indemnified party is an actual or potential party thereto), unless such Amneal Group Member compromise, consent or settlement is solely for monetary damages and includes an unconditional release of the indemnified party from the sale all liability in respect of Registrable Shares sold by such Amneal Group Member pursuant to such registration claim or litigation, and does not include a statement or prospectusadmission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (cd) Amneal Group The Participating Holders and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a2.05(a) or Section 5.8(b2.05(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c2.05(d) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faultsfault, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c2.05(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c2.05(d). The amount paid or payable by an indemnified party as a result Notwithstanding any of the Claims referred to above foregoing, in no event shall be deemed to include (subject to the limitations set forth in any contribution by any Participating Holder under this Section 5.9) 2.05(d), when combined with any legal amounts payable or other fees or expenses reasonably incurred paid by such indemnified party Participating Holder under Section 2.05(b), exceed the total proceeds from the offering received by such Participating Holder, unless such liability arises out of or is based on Fraud (as defined in connection with investigating the Merger Agreement) or defending any Willful Breach (as defined in the Merger Agreement) by such action, proceeding or claimParticipating Holder. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, will indemnify and hold harmlessharmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, in under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each such indemnified party holder may become subjectsubject under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Amneal Group Member shall, such holder and it hereby agrees to, reimburse the Company affiliate for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company such holder in connection with investigating or defending any such Claimsaction or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such holder expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectustherein. (c) Amneal Group Promptly after receipt by an indemnified party under Sections 7(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the Company agree indemnifying party, as appropriate, and such indemnified party has been advised by counsel that ifthe representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for any reason, the indemnified party will be paid by the indemnifying party. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) 7 is unavailable or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party, on the one hand, Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c7(d) were to be determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which that does not take into account the equitable considerations referred to above in the preceding sentences of this Section 5.8(csubsection (d). The Except as provided in Section 7(c), the amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 7(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating investigation or defending any such action, proceeding action or claim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 7(d) to the foregoingcontrary, no Amneal Group Member holder shall be liable to contribute for any amount amount, in the aggregate, in excess of the dollar amount equal to the sum of (i) the net proceeds received by to such Amneal Group Member holder from the sale of Registrable Shares sold by such Amneal Group Member pursuant holder's shares (obtained upon exercise of Warrants) giving rise to such registration statement losses, claims, damages, or prospectusliabilities. (e) The obligations of the Company under this Section 7 shall be in addition to any liability that the Company may otherwise have and shall extend, minus (ii) upon the same terms and conditions, to each person, if any, who controls any amounts paid or payable by holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 7 shall be in addition to any liability that such Amneal Group Member pursuant holders may otherwise have and shall extend, upon the same terms and conditions to Section 5.8(b) (except in each person, if any, who controls the case Company within the meaning of fraud or willful misconduct)the Act.

Indemnification; Contribution. (aA) In the event Incident to any Registrable Shares are included in a registration statement contemplated by referred to in this Agreement, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each underwriter, each Amneal Group Member Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and its respective stockholders of any such partners), and directors, officers, directors, employees and controlling Personsagents of any of them (a "Selling Holder"), if any, in and each person who controls any offering or sale of them within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, reasonable attorney's fees and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an on (x) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (y) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it, in light of the circumstances under which it was made, or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and or (z) any violation by the Company shallof the Securities Act, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal state securities or other out-of-pocket expenses reasonably incurred and documented by them "blue sky" laws or any rule or regulation thereunder in connection with investigating or defending any such Claimsregistration; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or alleged omission made Controlling Person expressly for use in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished . With respect to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and the information furnished in conformity with the Required Amneal Group Member Information furnished writing to the Company in writing by the Amneal Group Member or its Representative such Selling Holder expressly for use therein that is in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the subject Company (including its directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the untrue statement Securities Act or omission; providedSection 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence. The Company shall not be obligated hereunder to indemnify any Holder for any amount paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). In no event, however, that shall the liability of each Amneal Group Member hereunder shall be limited to an amount a Selling Holder for indemnification under this Section 5 exceed the lesser of (x) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the dollar amount proportion of the net total securities sold under such registration statement which is being sold by such Selling Holder or (y) the proceeds received by such Amneal Group Member Selling Holder from the its sale of Registrable Shares sold by such Amneal Group Member pursuant to Securities under such registration statement or prospectusstatement. (cB) Amneal Group and If the Company agree that if, indemnification provided for in Section 5(a) above for any reason, the indemnification provisions contemplated reason is held by Section 5.8(a) or Section 5.8(b) are a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 5, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, expenses or liabilities (x) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters from the offering of the Registrable Securities or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) above but also the relative fault of the indemnifying partyCompany, the other Selling Holders and the underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the one handcover page of the applicable prospectus, and the indemnified party, on the other hand, with respect bear to the applicable aggregate public offering price of securitiesthe Registrable Securities. The relative fault of such indemnifying party the Company, the Selling Holders and indemnified party the underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company, the Selling Holders or by such indemnified party, the underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, howeverThe Company, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable lawSelling Holders, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto underwriters agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5(b) were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding sentences of paragraph. In no event, however, shall a Selling Holder be required to contribute any amount under this Section 5.8(c). The amount paid or payable by an indemnified party as a result 5(b) in excess of the Claims referred to above shall be deemed to include lesser of (subject x) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred proportion of the total Registrable Securities sold under such registration statement which are being sold by such indemnified party in connection with investigating Selling Holder or defending any (y) the proceeds received by such action, proceeding or claimSelling Holder from its sale of Registrable Securities under such registration statement. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. Notwithstanding . (C) The amount paid by an indemnifying party or payable to an indemnified party as a result of the foregoinglosses, no Amneal Group Member claims, damages and liabilities referred to in this Section 5 shall be liable 10 deemed to contribute include, subject to the limitations set forth above, any amount reasonable legal or other expenses reasonably incurred by such indemnified party in excess connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of the dollar amount equal to indemnified parties or any officer, director, employee, agent or controlling person of the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)indemnified parties.

Indemnification; Contribution. (a) In The Company agrees, to the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, to indemnify and hold harmless, or cause to be indemnified harmless each Holder and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling PersonsPerson, if any, in who controls any offering or sale Holder within the meaning of Section 15 of the Registrable SharesAct or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each such indemnified party they or any of them may become subjectsubject under the Act or otherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such Claims losses, claims, damages, liabilities or actions, suits or proceedings (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, governmental investigations) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement, or, if any Shelf Registration Statement shall be amended or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsupplemented, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal Shelf Registration Statement as so amended or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference thereinsupplemented, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shallexcept insofar as such losses, and it hereby agrees toclaims, reimburse the Company for damages, liabilities or actions arise out of or are based upon any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission which was made in the Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by the Amneal Group Member or its Representative any Holder expressly for use therein that is therein. The Company's indemnity agreement contained in this Section 4(a), and the subject covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any Person, and the indemnity agreement contained in this Section 4 shall survive any termination of this Agreement. The liabilities of the Company in this Section 4 are in addition to any other liabilities of the Company under this Agreement or otherwise. (b) Each Holder agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to alleged untrue statement statements or omission; providedomissions made in the Shelf Registration Statement or in the Shelf Registration Statement, howeveras amended or supplemented (if applicable), that in reliance upon and in conformity with information furnished in writing to the liability Company by such Holder expressly for use therein. The indemnity agreement on the part of each Amneal Group Member hereunder Holder contained in this Section 4(b) shall be limited to an amount equal to the dollar amount remain in full force and effect regardless of any investigation made by or on behalf of the net proceeds received by such Amneal Group Member from Company or any other Person, and the sale indemnity agreement contained in this Section 4(b) shall survive any termination of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusthis Agreement. (c) Amneal Group If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against any person as to which indemnity may be sought under Section 4(a) or 4(b) hereof, such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after any assertion of such claim threatening to institute an action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any such litigation or proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a majority in interest of the Holders in the case of parties indemnified pursuant to Section 4(b) hereof and by the Company in the case of parties indemnified pursuant to Section 4(a) hereof. Any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Persons of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In furtherance of the requirement above that fees and expenses of any separate counsel for the Indemnified Persons shall be reasonable, the Holders and the Company agree that ifthe Indemnifying Person's obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Persons pursuant to clause (ii) of the preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The Indemnifying Person shall not be liable for any reasonsettlement of any litigation or proceeding effected without the written consent of the Indemnifying Person, but if settled with such consent or if there be a final judgment against the Indemnified Person, the Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify the Indemnified Person from and against any loss, damage, liability or expenses by reason of such settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Persons, effect any settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 4 is unavailable to or are insufficient to hold harmless an indemnified party Indemnified Person under this Section 4 in respect of any Claims losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each indemnifying party Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such Claims losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying partyeach Indemnifying Person, if any, on the one hand, hand and the indemnified party, Indemnified Person on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect to the applicable offering of securitiesthereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company on the one hand or by such indemnified party, the Holders on the other and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 4 were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to in the preceding sentences of this Section 5.8(c)4. The amount paid or payable by an indemnified party Indemnified Person as a result of the Claims losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to above in this Section 4 shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such actionactions, proceeding suits or claimproceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any amount in excess investigation made by or on behalf of the dollar amount equal to the sum Company or any Holder, and shall survive any termination of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)this Agreement.

Indemnification; Contribution. (a) In the event Incident to any registration of any Registrable Shares are included in a registration statement contemplated by Securities under the Securities Act pursuant to this Agreement, the Company shallwill, and it hereby agrees toto the extent permitted by law, indemnify and hold harmlessharmless each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and directors, officers, stockholders, affiliates, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or cause to be indemnified and held harmlessany of them, each Amneal Group Member and its respective officersmay become subject under the Securities Act, directorsthe Exchange Act or other federal or state statutory law or regulation, employees and controlling Personsat common law or otherwise, if any, in any offering or sale of the Registrable Shares, against any insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any registration statement, or any related preliminary or final prospectus contained thereindefinitive prospectus, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or arise out of or are based upon (ii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any (1) such Claims arise out of loss, claim, damage, expense or are liability arises from and is based upon on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or alleged omission made on behalf of such Holder in accordance with Section 4(a) of this Agreement for use in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (2) in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing case of a sale directly by such Amneal Group Member or Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided hereinHolder), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made contained in reliance upon a preliminary prospectus and corrected in conformity with a final or amended prospectus, and such Holder failed to deliver a copy of the Required Amneal Group Member Information final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any state securities laws, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder in writing by the Amneal Group Member or its Representative expressly accordance with Section 4(a) of this Agreement for use therein that is in such registration statement, such Holder will severally and not jointly indemnify and hold harmless the subject Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the untrue statement Securities Act or omission; Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, provided, however, that the indemnification obligations of the Holder contained in this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of each Amneal Group Member hereunder the Holder, which consent shall not be limited to an amount equal to the dollar amount of unreasonably withheld; and provided, further, that, in no event shall any indemnity under this Section 5(a) exceed the net proceeds from the offering received by such Amneal Group Member from Holder, except in the sale case of Registrable Shares sold fraud or willful misconduct by such Amneal Group Member pursuant to such registration statement or prospectusHolder. (cb) Amneal Group and If the Company agree that if, indemnification provided for in Section 5(a) above for any reason, the indemnification provisions contemplated reason is held by Section 5.8(a) or Section 5.8(b) are a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 5, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the other Holders from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying partyCompany and the other Holders in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Holders shall be deemed to be in the same respective proportions that the net proceeds from the offering received by the Company and the Holders, in each case as set forth in the table on the one handcover page of the applicable prospectus, and the indemnified party, on the other hand, with respect bear to the applicable aggregate public offering price of securitiesthe Registrable Securities. The relative fault of such indemnifying party the Company and indemnified party the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, on behalf of the Company or the Holders and the parties’ relative intent, knowledge, knowledge and access to information and opportunity to correct or prevent such statement or omissioninformation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5(b) were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimparagraph. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. Notwithstanding . (c) The amount paid by an indemnifying party or payable to an indemnified party as a result of the foregoinglosses, no Amneal Group Member claims, damages and liabilities referred to in this Section 5 shall be liable deemed to contribute include, subject to the limitations set forth above, any amount legal or other expenses reasonably incurred by such indemnified party in excess connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of the dollar amount equal indemnified parties or any officer, director, employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent of entry of any judgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld. Any indemnified party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement or threat of any claim or action against such party in respect of which a claim is to be made against an indemnifying party under this Section 5 notify the indemnifying party in writing (such written notice, an “Indemnification Notice”) of the commencement or threat of such action, enclosing a copy of all papers served or notices received (if applicable), but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that the indemnifying party may have to any indemnified party under the foregoing provisions of this Section 5 unless, and only to the sum extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. The indemnified party will have the right to retain its own counsel in any such action if (i) the net proceeds received employment of counsel by such Amneal Group Member from the sale of Registrable Shares sold indemnified party has been authorized by such Amneal Group Member pursuant to such registration statement or prospectusthe indemnifying party, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except the indemnified party’s counsel, shall have reasonably concluded that there is a reasonable likelihood of a conflict of interest between the indemnifying party and the indemnified party in the case conduct of fraud the defense of such action or willful misconduct)(iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within a reasonable period of time following its receipt of the Indemnification Notice, in each of which cases the fees and expenses of the indemnified party’s separate counsel shall be at the expense of the indemnifying party; provided, however, that the indemnified party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the indemnified party to whom such expenses are advanced is not entitled to be indemnified; and provided, further, that so long as the indemnified party has reasonably concluded that no conflict of interest exists, the indemnifying party may assume the defense of any action hereunder with counsel reasonably satisfactory to the indemnified party. (d) In the event of an underwritten offering of Registrable Securities under this Agreement, the Company shall enter into standard indemnification and underwriting agreements with the underwriter thereof.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless, or cause to be indemnified and held harmlessthe fullest extent permitted by law, each Amneal Group Member and its respective holder of Registrable Securities, the partners, members, officers, directors, managers, agents, employees and controlling PersonsAffiliates of each of them, if any, in any offering or sale each Person who controls each such holder (within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act), the partners, members, officers, directors, managers, agents and employees of each such controlling person and any financial or investment adviser (each, a “Covered Person”), to the fullest extent permitted by law, from and against any and all losses, claims, damages damages, liabilities, actions or liabilities in respect thereof proceedings (whether commenced or threatened), costs (including reasonable and documented costs of preparation and attorneys’ fees) and expenses (including reasonable fees and documented expenses of counselinvestigation) (as used in this Section 13.7, collectively, “ClaimsLosses”), to which each such indemnified party may become subjectas incurred, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or form of prospectus under which any preliminary Registrable Securities were registered or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus (if used prior to the effective date of such Registration Statement), or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or preliminary prospectus, in light of the circumstances in under which they were made, ) not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (B) any violation by the Company of any federal, state or common law applicable to the Company and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal relating to action required of or other out-of-pocket expenses reasonably incurred and documented inaction by them the Company in connection with investigating or defending any such Claimsregistration; provided, however, provided that the Company shall not be liable to any Amneal Group Member (Person who participates as an underwriter in the offering or its officers, directors, employee and controlling Personssale of Registrable Securities or any other Person, if any, who controls such underwriter(s) in any such case within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (1) such registration statement, Person failed to send or preliminary deliver a copy of the prospectus with or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished prior to the Company in writing delivery of written confirmation of the sale by such Amneal Group Member Person to the Person asserting the claim from which such Losses arise, (2) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (3) the Company has complied with its obligations under Section 13.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Amneal Group Member by Covered Person. If the Public Offering pursuant to any Representative Registration Statement provided for under this Section 13.7 is made through underwriter(s), no action or failure to act on the part of such underwriter(s) (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Amneal Group MemberCompany to indemnify any holder of Registrable Securities or any other Person pursuant to this Section 13.7. If the Public Offering pursuant to any Registration Statement provided for under this Article XIII is made through underwriter(s), expressly for use thereinthe Company agrees to enter into an underwriting agreement in customary form with such underwriter(s) and the Company agrees to indemnify such underwriter(s), that is their officers, directors, managers, employees and agents, if any, and each Person, if any, who controls such underwriter(s) within the subject meaning of Section 15 of the Securities Act to the same extent as provided in this Section 13.7 with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director, manager or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or omissionalleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the event Company in writing such information regarding such holder as the Company reasonably requests for use in connection with any Registrable Shares are included in a registration statement contemplated by this AgreementRegistration Statement or prospectus and agrees, each Amneal Group Member shallseverally and not jointly, and hereby agrees toto indemnify, indemnify defend and hold harmless to the fullest extent permitted by law, the Company, its directors, managers, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and its officersSection 20 of the Exchange Act), and the partners, members, directors, managers, officers, agents or employees of such controlling persons, from and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise all Losses arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus, or any preliminary or final prospectus contained thereinform of prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shallto the extent, and it hereby agrees tobut only to the extent, reimburse that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information regarding such holder so furnished in writing by such holder to the Company expressly for any legal use in such Registration Statement or other out-of-pocket expenses reasonably incurred prospectus and documented that such statement or omission was relied upon by the Company in connection with investigating preparation of such Registration Statement, prospectus or defending form of prospectus; provided that such holder of Registrable Securities shall not be liable in any such Claims, in each case only to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such untrue statement Registration Statement or alleged untrue statement prospectus or omission amendment or alleged omission was supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made in reliance upon and in conformity with the Required Amneal Group Member Information not misleading, information previously furnished to the Company, and the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that failed to include such information therein. In no event shall the liability of each Amneal Group Member any holder of Registrable Securities hereunder shall be limited to an greater in amount equal to than the dollar amount of the proceeds (net proceeds of payment of all taxes, fees and expenses incurred in connection therewith) received by such Amneal Group Member from holder upon the sale of the Registrable Shares sold by such Amneal Group Member pursuant Securities giving rise to such registration statement indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or prospectuson behalf of such Indemnified Party. (c) Amneal Group If any Person shall be entitled to indemnification or contribution pursuant to this Section 13.7 (an “Indemnified Party”), then such Indemnified Party shall give prompt notice to the party or parties from which such indemnity is sought (the “Indemnifying Parties”) of the commencement of any action, suit, proceeding or investigation or written threat thereof (each, a “Proceeding”) with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided that the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation or liability except to the extent that the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume, at the Indemnifying Parties’ expense, the defense of any such Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided that an Indemnified Party or parties (if more than one such Indemnified Party is named in any Proceeding) shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (A) the Indemnifying Parties agree to pay such fees and expenses; (B) the Indemnifying Parties fail promptly to assume the defense of such Proceeding or fail to employ counsel reasonably satisfactory to such Indemnified Party or parties; or (C) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party or parties and the Company agree Indemnifying Parties or an Affiliate of the Indemnifying Parties or such Indemnified Parties, and there may be one or more defenses available to such Indemnified Party or parties that ifare different from or additional to those available to the Indemnifying Parties, in which case, if such Indemnified Party or parties notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party or parties. Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or parties shall not be subject to any liability for any reasonsettlement made without its or their consent (but such consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement which (1) provides for other than monetary damages without the consent of the Indemnified Party or parties (which consent shall not be unreasonably withheld, conditioned or delayed) or (2) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or parties of a release, in form and substance satisfactory to the Indemnified Party or parties, from all liability in respect of such Proceeding for which such Indemnified Party would be entitled to indemnification hereunder. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 13.7 is unavailable to an Indemnified Party or are is insufficient to hold such Indemnified Party harmless an indemnified party for any Losses in respect of any Claims referred to thereinwhich this Section 13.7 would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall have an obligation to contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying partyIndemnifying Party, on the one hand, and the indemnified partysuch Indemnified Party, on the other hand, in connection with respect to the applicable offering of securitiesactions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party, on the one hand, and indemnified party Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such indemnified party in connection with any Proceeding, to the extent such proportion as is appropriate party would have been indemnified for such expenses if the indemnification provided for in Section 13.7(a) or 13.7(b) was available to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c13.7(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in this Section 13.7(d). Notwithstanding the preceding sentences provisions of this Section 5.8(c13.7(d). The , an Indemnifying Party that is a holder of Registrable Securities shall not be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred net proceeds received by such indemnified party in connection with investigating Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or defending any such action, proceeding alleged untrue statement or claimomission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreementapplicable law, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlessharmless Xxxxxx, each Amneal Group Member underwriter and its respective officersthe equityholders, controlling persons, directors, officers and employees and controlling Persons, if any, of each of the foregoing in any offering or sale Sale of the Registrable SharesSecurities, including pursuant to Section 4.01, Section 4.02 or Section 4.05, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable actual and documented out-of-pocket fees of counsellegal counsel reasonably incurred) (collectively, “Claims”), ) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, reimburse periodically each such Amneal Group Member indemnified Person for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred and documented by them it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, or preliminary or final prospectusProspectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company (x) by Xxxxxx or any Representative of Xxxxxx, it being understood and agreed that the only such information furnished by Xxxxxx or any Representative of Xxxxxx consists of the information described as such in writing Section 4.13(b) or (y) by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, underwriter expressly for use therein, that is the subject of the untrue statement or omission. (b) In To the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreementapplicable law, each Amneal Group Member Xxxxxx shall, and hereby agrees to, (i) indemnify and hold harmless the Company Company, its directors, officers, employees and its other equityholders and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale Sale of its Registrable Shares Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information regarding Xxxxxx furnished to the Company by Xxxxxx or any Representative of Xxxxxx, it being understood and agreed that the only such information furnished by Xxxxxx or any Representative of Xxxxxx consists of the number of shares of Common Stock owned by Xxxxxx, the number of Registrable Securities proposed to be Sold by Xxxxxx, the name and address of Xxxxxx and the method of distribution (including the description of any debt-for-equity exchange) proposed by Xxxxxx, any financial statements or other information (or omissions thereof) about the SpinCo Business to the extent relating to any date or period ended on or before the Effective Date, in writing each case, to the extent provided by Xxxxxx or any Representative of Xxxxxx (for the avoidance of doubt, including information provided prior to the date hereof, whether for inclusion in the Company’s registration statement on Form 10 or otherwise) (collectively, the “Xxxxxx Information”) and (ii) reimburse the Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the Amneal Group Member Company in connection with investigating or its Representative expressly for use therein that is the subject of the untrue statement or omissiondefending any such Claim; provided, however, that the liability of each Amneal Group Member hereunder in no event shall be limited to any indemnity or reimbursement by Xxxxxx under this Section 4.13(b) exceed an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from Xxxxxx (or, in the sale case of a Debt Exchange, the anticipated fair value of the securities or indebtedness received by Xxxxxx) in respect of the Sale of Registrable Shares sold by such Amneal Group Member pursuant Securities giving rise to such registration statement indemnification or prospectusreimbursement obligation. (c) Amneal Group Xxxxxx and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a4.13(a) or Section 5.8(b4.13(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party Indemnifying Party (as defined below) shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying partyIndemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party Indemnifying Party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c4.13(c) is not permitted by applicable law, then each indemnifying party Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party Indemnifying Party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c4.13(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c4.13(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.94.14) any actual and documented out-of-pocket legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, shall indemnify and hold harmless, or cause to be indemnified and held harmlessthe fullest extent permitted by law, each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls the Registrable SharesHolder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counselattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “ClaimsLosses”)) incurred by such party pursuant to any actual or threatened action, to which each such indemnified party may become subjectsuit, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementin, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary or final prospectus contained therein, Prospectus or any amendment or supplement theretoto any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any document incorporated by reference thereinnecessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required the Holder furnished in writing to be stated therein the Company by the Holder or necessary to make the statements its counsel expressly for use therein, in light (B) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the circumstances in Company to keep effective the Registration Statement of which they were madesuch Prospectus forms a part has expired or (C) the use of any Prospectus, not misleading, and Free Writing Prospectus or “issuer information” after such time as the Company shallhas advised the Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal relating to action required of or other out-of-pocket expenses reasonably incurred and documented inaction by them the Company in connection with investigating or defending any such Claims; providedregistration. Notwithstanding the foregoing provisions of this Section 2.10(a), however, that the Company shall not be liable to the Holder or any Amneal Group Member (underwriter or its officers, directors, employee and controlling Persons, if anyto any other indemnified party under the indemnity agreement in this Section 2.10(a) in for any such case to the extent Losses that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such registration statement, underwriter failed to send or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with deliver a copy of the Required Amneal Group Member Information furnished Prospectus prior to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative time of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims Securities by the Holder or such underwriter to the Person asserting the claim from which each such indemnified party may become subject, insofar as Losses arise and (B) the Prospectus would have corrected such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any such omission or alleged omission to state therein a material fact required to be stated therein omission; or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission was is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) In connection with any Registration Statement filed pursuant to this Agreement, the Holder shall indemnify and hold harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any actual action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or Free Writing Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance upon on and in conformity with information with respect to the Required Amneal Group Member Information Holder furnished in writing to the Company in writing by the Amneal Group Member Holder or its Representative expressly counsel specifically for use therein therein, provided that is the subject Holder shall not be required to indemnify the Company or any other indemnified party under this Section 2.10(b) with respect to any amount in excess of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the total net proceeds received by the Holder from sales of the Registrable Securities under such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusRegistration Statement. (c) Amneal Group Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 2.10 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the Company agree indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that ifit shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any reasonlegal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the indemnification provisions contemplated defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by Section 5.8(a) or Section 5.8(b) are unavailable such indemnifying party with respect to or are insufficient such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to hold harmless exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 2.10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 2.10 is unavailable to an indemnified party hereunder in respect of any Claims referred to thereinLosses, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified party in connection with the actions which resulted in such Losses, on as well as any other relevant equitable considerations, provided that the one hand, and Holder shall not be required to contribute any amount in excess of the indemnified party, on amount of the other hand, with respect to total net proceeds received by the Holder from sales of the Registrable Securities under the applicable offering of securitiesRegistration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other thingsmatters, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c)action. The amount paid or payable by an indemnified a party as a result of the Claims Losses referred to above shall be deemed to include (include, subject to the limitations set forth in Section 5.9) 2.10(c), any legal or other fees or and expenses reasonably incurred by such indemnified party in connection with investigating any investigation or defending any such action, proceeding or claimproceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding The parties agree that it would not be just and equitable if contribution pursuant to this Section 2.10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the foregoingconsideration referred to in this Section 2.10(d). If indemnification is available under this Section 2.10, no Amneal Group Member the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.10(a) or 2.10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 2.10(d). (e) The provisions of this Section 2.10 shall be liable in addition to contribute any amount in excess liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 2.10 shall be made by periodic payments of the dollar amount equal to thereof during the sum course of (i) the net proceeds any action, suit, proceeding or investigation, as and when invoices are received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Losses are incurred.

Indemnification; Contribution. (a) In The Company agrees, to the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, to indemnify and hold harmless, or cause to be indemnified harmless each Holder and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling PersonsPerson, if any, in who controls any offering or sale Holder within the meaning of Section 15 of the Registrable SharesAct or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each such indemnified party they or any of them may become subjectsubject under the Act or otherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such Claims losses, claims, damages, liabilities or actions, suits or proceedings (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, governmental investigations) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement, or, if any Shelf Registration Statement shall be amended or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsupplemented, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal Shelf Registration Statement as so amended or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference thereinsupplemented, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shallexcept insofar as such losses, and it hereby agrees toclaims, reimburse the Company for damages, liabilities or actions arise out of or are based upon any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission which was made in the Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by the Amneal Group Member or its Representative any Holder expressly for use therein that is therein. The Company's indemnity agreement contained in this Section 4(a), and the subject covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any Person, and the indemnity agreement contained in this Section 4 shall survive any termination of this Agreement. The liabilities of the Company in this Section 4 are in addition to any other liabilities of the Company under this Agreement or otherwise. (b) Each Holder agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to alleged untrue statement statements or omission; providedomissions made in the Shelf Registration Statement or in the Shelf Registration Statement, howeveras amended or supplemented (if applicable), that in reliance upon and in conformity with information furnished in writing to the liability Company by such Holder expressly for use therein. The indemnity agreement on the part of each Amneal Group Member hereunder Holder contained in this Section 4(b) shall be limited to an amount equal to the dollar amount remain in full force and effect regardless of any investigation made by or on behalf of the net proceeds received by such Amneal Group Member from Company or any other Person, and the sale indemnity agreement contained in this Section 4(b) shall survive any termination of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusthis Agreement. (c) Amneal Group If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against any person as to which indemnity may be sought under Section 4(a) or 4(b) hereof, such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after any assertion of such claim threatening to institute an action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any such litigation or proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a majority in principal amount of the Holders in the case of parties indemnified pursuant to Section 4(b) hereof and by the Company in the case of parties indemnified pursuant to Section 4(a) hereof. Any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Persons of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In furtherance of the requirement above that fees and expenses of any separate counsel for the Indemnified Persons shall be reasonable, the Holders and the Company agree that ifthe Indemnifying Person's obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Persons pursuant to clause (ii) of the preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The Indemnifying Person shall not be liable for any reasonsettlement of any litigation or proceeding effected without the written consent of the Indemnifying Person, but if settled with such consent or if there be a final judgment against the Indemnified Person, the Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify the Indemnified Person from and against any loss, damage, liability or expenses by reason of such settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Persons, effect any settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 4 is unavailable to or are insufficient to hold harmless an indemnified party Indemnified Person under this Section 4 in respect of any Claims losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each indemnifying party Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such Claims losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying partyeach Indemnifying Person, if any, on the one hand, hand and the indemnified party, Indemnified Person on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect to the applicable offering of securitiesthereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company on the one hand or by such indemnified party, the Holders on the other and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 4 were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to in the preceding sentences of this Section 5.8(c)4. The amount paid or payable by an indemnified party Indemnified Person as a result of the Claims losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to above in this Section 4 shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating or defending any such actionactions, proceeding suits or claimproceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any amount in excess investigation made by or on behalf of the dollar amount equal to the sum Company or any Holder, and shall survive any termination of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)this Agreement.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees shall cause each of its Subsidiaries to, indemnify jointly and severally, without limitation as to time, indemnify, defend and hold harmless, or cause to be indemnified and held harmlessthe full extent permitted by law, each Amneal Group Member and its respective holder of Registrable Securities, the partners, members, officers, directors, agents and employees and controlling Personsof each of them, if any, in any offering or sale each Person who controls each such holder (within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act), the partners, members, officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, a “Covered Person”), to the fullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, actions or liabilities in respect thereof proceedings (whether commenced or threatened), costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (including reasonable fees expenses of counselinvestigation) (collectively, “ClaimsLosses”), to which each such indemnified party may become subjectas incurred, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent that the same arise out of or are based upon information furnished in writing to the Company shallby such Covered Person or the related holder of Registrable Securities expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal relating to action required of or other out-of-pocket expenses reasonably incurred and documented inaction by them the Company in connection with investigating or defending any such Claimsregistration; provided, however, provided that the Company shall not be liable to any Amneal Group Member (Person who participates as an underwriter in the offering or its officers, directors, employee and controlling Personssale of Registrable Securities or any other Person, if any) in any , who controls such case underwriters within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such registration statement, Person failed to send or preliminary deliver a copy of the prospectus with or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished prior to the Company in writing delivery of written confirmation of the sale by such Amneal Group Member Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Amneal Group Member by Covered Person. If the Public Offering pursuant to any Representative registration statement provided for under this Section 5 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Amneal Group MemberCompany to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article 5 is made through underwriters, expressly for use thereinthe Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, that is their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the subject meaning of Section 15 of the Securities Act to the same extent as provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or omissionalleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the event Company in writing such information regarding such holder as the Company reasonably requests for use in connection with any Registrable Shares are included in a registration statement contemplated by this AgreementRegistration Statement or prospectus and agrees, each Amneal Group Member shallseverally and not jointly, and hereby agrees toto indemnify, indemnify defend and hold harmless to the full extent permitted by law, the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and its officersSection 20 of the Exchange Act), and the partners, members, directors, officers, agents or employees of such controlling persons, from and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise all Losses arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus, or any preliminary or final prospectus contained thereinform of prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shallto the extent, and it hereby agrees tobut only to the extent, reimburse that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information regarding such holder so furnished in writing by such holder to the Company expressly for any legal use in such Registration Statement or other out-of-pocket expenses reasonably incurred prospectus and documented that such statement or omission was relied upon by the Company in connection with investigating preparation of such Registration Statement, prospectus or defending form of prospectus; provided that such holder of Registrable Securities shall not be liable in any such Claims, in each case only to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such untrue statement Registration Statement or alleged untrue statement prospectus or omission amendment or alleged omission was supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made in reliance upon and in conformity with the Required Amneal Group Member Information not misleading, information previously furnished to the Company, and the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that failed to include such information therein. In no event shall the liability of each Amneal Group Member any holder of Registrable Securities hereunder shall be limited to an greater in amount equal to than the dollar amount of the proceeds (net proceeds of payment of all taxes and expenses incurred in connection therewith) received by such Amneal Group Member from holder upon the sale of the Registrable Shares sold by such Amneal Group Member pursuant Securities giving rise to such registration statement indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or prospectuson behalf of such indemnified party. (c) Amneal Group If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party or parties from which such indemnity is sought (the “Indemnifying Parties”) of the commencement of any action, suit, proceeding or investigation or written threat thereof (a “Proceeding”) with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided that the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation or liability except to the extent that the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume, at the Indemnifying Parties’ expense, the defense of any such Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided that an Indemnified Party or parties (if more than one such Indemnified Party is named in any Proceeding) shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (i) the Indemnifying Parties agree to pay such fees and expenses; (ii) the Indemnifying Parties fail promptly to assume the defense of such Proceeding or fail to employ counsel reasonably satisfactory to such Indemnified Party or parties; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party or parties and the Company agree Indemnifying Parties or an Affiliate of the Indemnifying Parties or such Indemnified Parties, and there may be one or more defenses available to such Indemnified Party or parties that ifare different from or additional to those available to the Indemnifying Parties, in which case, if such Indemnified Party or parties notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party or parties. Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or parties shall not be subject to any liability for any reasonsettlement made without its or their consent (but such consent shall not be unreasonably withheld). The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement which (i) provides for other than monetary damages without the consent of the Indemnified Party or parties (which consent shall not be unreasonably withheld or delayed) or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or parties of a release, in form and substance satisfactory to the Indemnified Party or parties, from all liability in respect of such Proceeding for which such Indemnified Party would be entitled to indemnification hereunder. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 5F is unavailable to an Indemnified Party or are is insufficient to hold such Indemnified Party harmless an indemnified party for any Losses in respect of any Claims referred to thereinwhich this Section 5F would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall have an obligation to contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying partyIndemnifying Party, on the one hand, and the indemnified partysuch Indemnified Party, on the other hand, in connection with respect to the applicable offering of securitiesactions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party, on the one hand, and indemnified party Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such indemnified party in connection with any Proceeding, to the extent such proportion as is appropriate party would have been indemnified for such expenses if the indemnification provided for in Section 5F(a) or 5F(b) was available to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5F(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in this Section 5F(d). Notwithstanding the preceding sentences provisions of this Section 5.8(c5F(d). The , an Indemnifying Party that is a holder of Registrable Securities shall not be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred net proceeds received by such indemnified party in connection with investigating Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or defending any such action, proceeding alleged untrue statement or claimomission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).