Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, howeverany proceeding in respect of which indemnity may be sought under this Article XI; provided, that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Sections 10.6 and 13.4. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief or (ii) involves criminal or quasi-criminal allegations. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (x) the Indemnifying Party has specifically agreed in writing otherwise, (y) the Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a material legal conflict of interest between the Indemnifying Party and the Indemnified Party or delay (z) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (A) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (B) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume and/or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any Partnership Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying PartyParty as incurred. Neither Notwithstanding any other provision of this Agreement, the Indemnifying Party shall have the obligation to indemnify the other Party in connection with not settle any settlement made indemnified claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnified Party.

Indemnification Procedure. If either 10.3.1 For the avoidance of doubt, all indemnification claims in respect of an ASLAN Indemnitee or Array Indemnitee shall be made solely by ASLAN or Array, respectively. 10.3.2 A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 10.3.4 below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. 10.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 10.3.3 above or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days as soon as reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Third Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Third Party Claim, pending resolution of the dispute pursuant to Section 16.515.6, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either (a) An Indemnified Party is seeking indemnification under Sections 13.1 or 13.2 shall give Sublicensee prompt written notice (the an “Indemnified Party”), it shall inform the other Party (the “Indemnifying PartyIndemnification Claim Notice”) of the any Third Party Claim giving rise upon which such Indemnified Party intends to the obligation to indemnify pursuant to base a request for indemnification under Section 4.1, but in no event shall Sublicensee be liable for any Losses that result from any delay in providing such Section within ten (10) Business Days after receiving written notice notice. Each Indemnification Claim Notice must contain a description of the Third Party Claim and the nature and amount of the related Loss (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually nature and materially prejudiced as a result amount of such failure or delay to give noticeLoss are known at such time). The Indemnifying Indemnified Party shall have the right furnish promptly to Sublicensee copies of all papers and official documents received in respect of any Third Party Claim. (b) At its option, Sublicensee may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party seeking indemnification within thirty (30) days after Sublicensee’s receipt of an Indemnification Claim Notice for such Indemnified Party. The assumption of the defense of a Third Party Claim for which it by Sublicensee shall constitute an acknowledgment that Sublicensee is obligated liable to indemnify the Indemnified PartyParty in respect of the Third Party Claim. The Indemnified Upon assuming the defense of a Third Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer Claim, Sublicensee may appoint as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with lead counsel of its choice, in the defense of the Third Party Claim any legal counsel selected by Sublicensee that is reasonably acceptable to the Indemnified Party. In the event Sublicensee assumes the defense of a Third Party Claim, the Indemnified Party shall promptly deliver to Sublicensee all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Subject to Section 4.2(c), if Sublicensee assumes the defense of a Third Party Claim, Sublicensee shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. (c) Without limiting Section 4.2(b), the Indemnified Party seeking indemnification shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof at Sublicensee’s expense has been assumed specifically authorized by Sublicensee in writing, (ii) Sublicensee has failed to assume the Indemnifying Party. Neither defense and employ counsel in accordance with Section 4.2(b) (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and Sublicensee or any other Indemnified Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by a single counsel of Sublicensee and all relevant Indemnified Parties under Applicable Law, ethical rules or equitable principles. (d) With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party seeking indemnification becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which Sublicensee shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, Sublicensee shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Losses, on such terms as Sublicensee, in its sole discretion, shall deem appropriate. With respect to all other Party Losses in connection with Third Party Claims, where Sublicensee has assumed the defense of the Third Party Claim in accordance with Section 4.2(b), Sublicensee shall have authority to consent to the entry of any judgment, enter into any settlement made without or otherwise dispose of such Loss; provided that it obtains the Indemnifying Party’s prior written consent, consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). If the Parties cannot agree as Sublicensee chooses to the application of Section 13.1 or 13.2 as to any defend a Third Party Claim, pending resolution Sublicensee shall not be liable for any settlement or other disposition of any Losses by the dispute pursuant Indemnified Party with respect to Section 16.5such Third Party Claim that is reached without the written consent of Sublicensee (which consent shall not be unreasonably withheld or delayed). (e) If Sublicensee chooses to defend any Third Party Claim, the Parties Indemnified Party seeking indemnification shall cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may conduct separate defenses be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to Sublicensee to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of such Claimsany material provided hereunder. Sublicensee shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection with activities contemplated by this Section 4.2(e). (f) Except as provided above, with each Party retaining the right to Claim indemnification from the other reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by an Indemnified Party in accordance connection with Section 13.1 or 13.2 upon resolution of the underlying Claimany Third Party Claim shall be reimbursed on a monthly basis in arrears by Sublicensee.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 or 13.2 9.3.1 The party entitled to the indemnity (the “Indemnified Party”), it ) shall inform notify the other Party indemnifying (the “Indemnifying Party”) in writing as soon as practicable after the Indemnified Party knows the facts constituting the basis of a claim for indemnification (Notice of Claim). The Notice of Claim shall specify all facts known to the Claim Indemnified Party giving rise to the obligation claim for indemnification. 9.3.2 If the facts giving rise to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of a claim for indemnification involve an actual or threatened claim or demand by a third party against the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of or a Claim shall not affect claim or demand by the indemnification provided hereunder except to the extent Indemnified Party against a third party (Third Party Claim), the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay (without prejudice to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Party to participate at its expense through counsel of its own choosing) defend or prosecute the Third Party Claim in the name of the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost expense and expensethrough counsel of its own choosing. The Indemnified Parties shall cooperate in the defense or prosecution of the Third Party Claim and shall have furnish such records, information and testimony and attend such conferences and discovery as reasonably requested in connection therewith. 9.3.3 Notwithstanding the right Indemnifying Party’s obligation to participate, at its own expense assume and conduct the defense or prosecution of a Third Party Claim with counsel of its choice, in the defense Indemnifying Party shall not consent to the entry of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with judgment or enter into any settlement made with respect to a Third Party Claim without the Indemnifying Party’s prior written consent, consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money Damages in an amount not more than $250,000.00, conditioned and does not impose an injunction or delayedother equitable relief upon the Indemnified Party or any acknowledgment of the validity of the Third Party Claim. If Until the Parties cannot agree as Indemnifying Party assumes the defense or prosecution of a Third Party Claim, the Indemnified Party may at the expense of the Indemnifying Party defend against the Third Party Claim in any manner it deems reasonably appropriate; provided that in no event shall the Indemnified Party consent to the application entry of Section 13.1 any judgment or 13.2 as enter into any settlement with respect to any Claim, pending resolution the Third Party Claim without the prior written consent of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Indemnifying Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim(which consent shall not be unreasonably withheld).

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or 13.2 Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it shall will inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such Section indemnification obligations within ten (10) Business Days 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim shall will not affect the Indemnifying Party’s indemnification provided obligations hereunder except to the extent the Indemnifying Party shall will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim Third Party that has been assumed by the Indemnifying Party. Neither Party shall will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 13.1 12.1 (Indemnification by Qorvo) or 13.2 Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, pending resolution of the dispute pursuant to Section 16.5, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 12.1 (Indemnification by Qorvo) or 13.2 Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either 10.3.1 For the avoidance of doubt, all indemnification claims in respect of an Oncothyreon Indemnitee or Array Indemnitee shall be made solely by Oncothyreon or Array, respectively. 10.3.2 A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 10.3.4 below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. 10.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 10.3.3 above or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 15.1 (Indemnification by Genevant) or 13.2 15.2 (Indemnification by BioNTech) (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days section as soon as reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim or suit that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying such Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 15.1 (Indemnification by Genevant) or 13.2 15.2 (Indemnification by BioNTech) as to any Claim, pending resolution of the dispute pursuant to Section 16.516.10 (Dispute Resolution), the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 15.1 (Indemnification by Genevant) or 13.2 15.2 (Indemnification by BioNTech) upon resolution of the underlying Claim.

Indemnification Procedure. If either 14.3.1 Any Merck Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 14.3.2 Subject to the provisions of Section 14.3.4 and Section 14.3.5 below, the Indemnifying Party shall have been actually the right, upon providing Written Notice to the Indemnified Party of its intent to do so within […***…] days after receipt of the Written Notice from the Indemnified Party of any Claim, to assume the defense and materially prejudiced as a result handling of such failure Claim, at the Indemnifying Party’s sole expense. 14.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense and handling of any Claim in good faith after having assumed such, then the provisions of Section 14.3.5 below shall govern. 14.3.4 If the Indemnifying Party does not give Written Notice to the Indemnified Party, within […***…] days after receipt of the Written Notice from the Indemnified Party of any Claim with respect to which it has indemnification obligation xxxxxx this Article 14, of the Indemnifying Party’s insurer as election to assume the defense and handling of such Third Party Claim, or otherwise elects not to assume the defense and handling of such Claim, the provisions of Section 14.3.5 below shall govern. 14.3.5 In the event that the Indemnifying Party may reasonably requestfails to conduct the defense and handling of a claim in good faith as set forth in Section 14.3.3 or elects not to assume the defense and handling of such Claim as set forth in Section 14.3.4, and the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) All indemnification claims in respect of a Company Indemnitee or Novartis Indemnitee will be made solely by Company or Novartis, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is materially and adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(e) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnified Party harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(f) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) if the Indemnifying Party acknowledges that it is liable to indemnify an indemnitee in respect of the Claim, the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(d) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application Indemnified Party, and will be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. (f) In the case of any Infringement Claim, this Section 14.3 shall be subject to the provisions of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim9.8.

Indemnification Procedure. If either An Indemnified Party shall promptly notify the party from whom it is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “"Indemnifying Party”") of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice upon becoming aware of a Third-Party Claim shall not affect the indemnification provided hereunder except with respect to the extent which the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay is obligated to give noticeprovide indemnification under this Section 9 ("Indemnified Claim"). The Indemnifying Party shall have the right to promptly assume control of the defense and investigation of any such Claim for which it is obligated the Indemnified Claim, with counsel reasonably acceptable to indemnify the Indemnified Party. The , and the Indemnified Party shall fully cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestin connection therewith, and in each case at the Indemnifying Party’s 's sole cost and expense. The Indemnified Party shall have may participate in the right to participatedefense of such Indemnified Claim, at its own expense and with counsel of its choice, own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the defense rights of any Claim that has been assumed by the Indemnifying Party. Neither Indemnified Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Indemnified Party’s 's prior written consent, consent (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. If The Indemnified Party's failure to perform any obligation under this Section 9.3 nor any act or omission of the Parties canIndemnified Party in the defense or settlement of any Indemnified Claim shall not agree as relieve the Indemnifying Party of its obligations under this Section 9, except to the application of Section 13.1 or 13.2 extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claima result thereof.

Indemnification Procedure. If either (i) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or AVEO Indemnitee will be made solely by Novartis or AVEO, respectively. (ii) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (iii) Subject to the provisions of Sections 6(c)(iv) and (v) below, the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [**] after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 6(c)(iv) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [**] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 6(c)(v) below will govern. (iv) Upon assumption of the defense of a Claim by the Indemnifying Party: (A) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (B) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (C) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (D) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (v) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 6(c)(iii) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and will be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under that it may claim in accordance with this Article VII, except as otherwise provided in Sections 13.1 7.01 and 7.02. (b) Promptly after any EEP Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third Party Claim but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of defend and settle, at its own expense and by its own counsel, any such Claim for which matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such Third Party Claim, it is obligated to indemnify shall promptly, and in no event later than five (5) days, notify the Indemnified Party. The Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed (y) to assume the defense or settlement of such Third Party Claim and employ counsel and (z) notify the Indemnified Party of such assumption, or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such settlement or legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying PartyParty as incurred. Neither Notwithstanding any other provision of this Agreement, the Indemnifying Party shall have the obligation to indemnify the other Party in connection with not settle any settlement made indemnified claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnified Party.

Indemnification Procedure. If either 16.3.1 For the avoidance of doubt, all indemnification claims in respect of an Oncothyreon Indemnitee or Array Indemnitee shall be made solely by Oncothyreon or Array, respectively. 16.3.2 A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. 16.3.3 Subject to the provisions of Sections 16.3.4 and 16.3.5, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 16.3.4 below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 16.3.5 below shall govern. 16.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. 16.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3.3 above or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either 13.3.1 Any Xxxxx Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, the Indemnifying Party shall have been actually the right, upon providing notice to the Indemnified Party of its intent to do so within […***…] days after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and materially prejudiced as a result handling of such failure Claim, at the Indemnifying Party’s sole expense. 13.3.3 The Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party shall have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimexpense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Enanta Indemnitee shall be made solely by Novartis or Enanta, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a Claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of subsections (d) and (e) below, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice, to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of subsection (d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 48 from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in subsection (c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining its own counsel and at its own expense. Confidential materials omitted and filed separately with the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.Securities and Exchange Commission. Asterisks denote such omission. 49

Indemnification Procedure. If either 12.3.1 Any GSK Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 12.3.2 Subject to the provisions of Section 12.3.3 below, the Indemnifying Party shall have been actually the right, upon providing written notice to the Indemnified Party of its intent to do so within […***…] after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and materially prejudiced as a result handling of such failure Claim, at the Indemnifying Party’s sole expense. 12.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party shall have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimexpense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a resTORbio Indemnitee or Novartis Indemnitee will be made solely by resTORbio or Novartis, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(e) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and will be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 11.1 or 13.2 11.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 11.1 or 13.2 11.2 as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.5Article 14, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 11.1 or 13.2 11.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either The Indemnified Party shall notify the Indemnifying Party of any event that might entitle the Indemnified Party to indemnification, as a result of a Loss under this Agreement (“Claim”). Such notification shall be made within 5 Business Days of the date a Claim comes to the attention of the Indemnified Party as the Indemnified Party may deem expected to cause a Loss, provided that, in case said Loss is seeking indemnification under Sections 13.1 based on a legal action or 13.2 proceeding brought by a third-party (the “Indemnified PartyThird Party Claim”), it the Indemnified Party shall inform promptly notify in writing the other Indemnifying Party no later than the date that is the end of the first one third (the “Indemnifying Party”1/3) of the legal timeframe to file defenses or counterclaims against the Third Party Claim giving rise in question (“Defense”). The failure to provide such notice for indemnification within the aforementioned periods shall not relieve the Indemnifying Party from any obligations it may have under this Section 4 with respect to such Loss, except and only to the obligation extent that the failure to indemnify pursuant so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights or defenses that it would otherwise have. 4.2.1. The Indemnifying Party may conduct the Defense in any Third Party Claim through counsel of its choice, if it so elects by sending a written notification to such Section that effect to the Indemnified Party by the Indemnifying Party within ten two (102) Business Days after receiving written notice receipt of the Claim (it being understood and agreed, howevernotification described in Section 4.2 above; provided, that the failure or delay by such notification must include an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent acknowledgment that the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party with respect to such Third Party Claim. The Defense conducted by the Indemnifying Party shall be made in cooperation with the Indemnified Party, which shall be informed reasonably in advance of any major step of proceedings and which may appoint (at its own cost) any legal advisor in addition to the one(s) appointed by the Indemnifying Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and in the Indemnifying Party’s insurer as conduction of the Indemnifying Party may reasonably request, and Defense (at the Indemnifying Party’s cost cost), providing access to all information and expensedocumentation reasonably required and necessary for the preparation and conduction thereof. The Indemnified Party shall have may only settle the right Third Party Claims without the prior written consent of the Indemnifying Party if the Indemnifying Party refuses to participateconduct the Defense of such a Third Party Claim. The Indemnifying Party may only settle the Third Party Claims if the Indemnifying Party accepts and undertakes the conduct of the Defense of such Third Party Claim and (i) the Indemnified Party consents in writing to such settlement or (ii) such settlement includes a full release of the Indemnified Party, at its own expense no admission of wrongdoing by the Indemnified Party, and with counsel of its choice, in the defense no restriction or obligation of any Claim that has been assumed by type on the Indemnifying Indemnified Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either In case a Claim filed may create a potentially indemnifiable loss or damage pursuant to this Agreement, the respective Indemnified Party shall send a notice to the respective Indemnifying Party, informing about such Claim, attaching any and all documents or information related to the Claim that is seeking reasonably required for assessment, by the Indemnifying Party, of the relevant loss or damage and the alleged liability regarding the corresponding indemnification under Sections 13.1 or 13.2 (“Notice of Claim”). 4.5.1. The Indemnifying Party, within 15 days from receipt of the “Notice of Claim or, in case of Claim filed by third parties, after 2/3 of the period set forth for defense of the relevant Claim has elapsed, pursuant to applicable Law, whichever is shorter, shall deliver a written notice to the Indemnified Party”), informing whether it agrees or not to be liable for the indemnification sought. 4.5.2. In the event the Indemnifying Party agrees with the content of the Notice of Claim, it shall inform indicate its intention to (i) pay the other Party (the “Indemnifying Party”) full amount of the relevant damage or loss, when effectively incurred by the Indemnified Party; and (ii) assume or not the defense of the relevant Claim giving rise filed by third parties, if applicable. 4.5.3. In the event the Indemnifying Party declares that it (i) is not liable for the indemnification sought, (ii) does not agree with the amount of the loss or damage possibly included in the Notice of Claim, or (iii) has no intention of assuming the defense of the relevant Claim filed by third parties, if applicable, the Indemnified Party has the option, rather than the obligation, to assume the defense of the relevant Claim filed by third parties, if applicable. 4.5.4. Any controversy between the Parties in relation to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute settled pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim5.1.

Indemnification Procedure. If either (a) All indemnification claims in respect of a Novartis Indemnitee or Licensor Indemnitee shall be made solely by Novartis or Licensor, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections 13.3(d) and 13.3(e), the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 13.3(d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 13.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Novartis Indemnitees or the Licensor Indemnitees, as applicable, and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 13.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Pharming Indemnitee or Novartis Indemnitee will be made solely by Pharming or Novartis, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections 14.3(d) and 14.3(e), the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. If it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(e) will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and will be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all Claims in respect of a Novartis Indemnitee or OV Indemnitee shall be made solely by Novartis or OV, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of paragraph (f) below, the Indemnified Party shall not make any admission of liability, conclude any agreement in relation to such liability or make any compromise with any Person, body or authority in relation to such liability without the prior written consent of the Indemnifying Party. (d) Subject to the provisions of paragraphs (e) and (f) below, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defence and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of paragraph (e) below shall govern. The assumption of the defence of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defences it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and justifiable costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party in its defence of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defence and handling of such Claim, the provisions of paragraph (f) below shall govern. (e) Upon assumption of the defence of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the defense Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defence and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer as defence of such Claim with its own counsel and at its own expense. In particular, the Indemnifying Indemnified Party may reasonably requestshall, and at the Indemnifying Party’s cost expense furnish such records, information and expensetestimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. The Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party shall have of, records and information that are reasonably relevant to such Claim, and making the right Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to participate, at its own expense provide additional information and with counsel explanation of its choice, any records or information provided. (f) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in paragraph (d) or fails to conduct the defense defence and handling of any Claim that has been in good faith after having assumed by such, the Indemnified Party may, at the Indemnifying Party. Neither Party shall have ’s expense, select counsel reasonably acceptable to the obligation to indemnify the other Indemnifying Party in connection with any settlement made conducting the defence and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defence and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Quark Indemnitee shall be made solely by Novartis or Quark, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-Sections (d) and (e) below, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [*] after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of sub-Section (d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party [*]. In the event that it is [*]. If the Indemnifying Party does not give written notice to the Indemnified Party, within [*] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume [*] control and responsibility for dealing with the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and the Indemnifying Party’s insurer as handling of such Claim any law firm or counsel reasonably selected by [*]; (iii) the Indemnifying Party may reasonably request, shall keep the Indemnified Party informed of the status of such Claim; and at (iv) the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate[*]. The Indemnified Party [*] and shall be [*]. In particular, at the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its own expense and with counsel their employees and agents available on a mutually convenient basis to provide additional information and explanation of its choice, any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in sub-Section (c) or fails to conduct the defense and handling of any Claim that has been in good faith after having assumed by such, the Indemnifying Party. Neither Indemnified Party shall have the obligation to indemnify the other Party in connection with any settlement made without may, at the Indemnifying Party’s written consentexpense, which consent [*]. In such event, the Indemnified Party shall not be unreasonably withheld, conditioned or delayedkeep the Indemnifying Party timely apprised of the status of such Claim [*]. If the Parties cannot agree as to the application of Section 13.1 Indemnified Party defends or 13.2 as to any handles such Claim, pending resolution of the dispute pursuant to Section 16.5Indemnifying Party [*], the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimand shall be [*].

Indemnification Procedure. If either Each Party is seeking indemnification under Sections 13.1 Section 10.2 or 13.2 10.3, as the case may be (the “Indemnified Party”), it shall ) will promptly inform the other Party (the “Indemnifying Party”) upon becoming aware of a Loss or Third Party Claim (including a copy of any related complaint, summons, notice or other instrument) made for which the Indemnifying Party might be liable under Section 10.2 or 10.3, as the case may be; provided that any delay in providing such notice will qualify the obligation of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedIndemnifying Party, howeveras relevant, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except only to the extent of actual prejudice to the ability of the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)defend the Third Party Claim. The Subject to Section 10.5, the Indemnifying Party shall may defend, negotiate, and settle such Third Party Claims; provided that, the Indemnified Party will be entitled to participate in, but not control, the defense and to employ counsel at its expense to assist in such defense. Subject to Section 10.5, in the event Indemnifying Party takes up such defense, the Indemnifying Party will have the right to assume final decision-making authority regarding all aspects of the defense of any Third Party Claim. In the event Indemnifying Party does not employ counsel to defend such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The within 30 days of receiving notice of such Third Party Claim, Indemnified Party shall cooperate with may employee counsel of its choosing to defend and control the Indemnifying defense of such Third Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and Claim at the Indemnifying Party’s cost and expense, including any settlement or judgment. Indemnified Party may also employee counsel at Indemnifying Party’s cost and expense, if the interests of the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to make inappropriate or impermissible the representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles. The Indemnified Party shall have not defending the right to participateThird Party Claim will provide the defending Party with such information and assistance as the defending Party may reasonably request, at its own the expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Parties understand that no insurance deductible will be credited against losses for which a Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimis responsible under this ARTICLE 10.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 11.1 or 13.2 11.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 Sections 11.1 or 13.2 11.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.514.4, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 Sections 11.1 or 13.2 11.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of an NVS Indemnitee or Pliant Indemnitee shall be made solely by NVS or Pliant, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “"Indemnified Party”), it ") shall inform notify the other Party (the “"Indemnifying Party”") in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (an "Indemnification Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, howeverNotice"); provided, that the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Claim shall not affect relieve the indemnification provided hereunder Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications, and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Section 17.3(d) and Section 17.3(e), the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice [***], to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party's sole expense, in which case Section 17.3(d) shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee with respect to the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party's claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable documented costs and expenses (including reasonable attorneys' fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party's election to assume the defense and handling of such Claim [***], Section 17.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party [***]: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for defending and handling the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle such Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification under this Agreement or which admits any wrongdoing or responsibility for the Claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees, and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not assume the defense of the Indemnified Party in accordance with Section 17.3(c), the Indemnified Party may, at the Indemnifying Party’s cost 's expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and expensehandling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. The In such event, the Indemnified Party shall have keep the right Indemnifying Party reasonably informed of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party's request but at no expense to participate, the Indemnified Party and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. expense. (f) Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s 's written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 17.1 or 13.2 Section 17.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5such dispute, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 17.1 or 13.2 Section 17.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 (Indemnification by TheraVida) or 13.2 (Indemnification by Roivant) (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days section as soon as reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)claim. The Indemnifying Party shall have the right to assume the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim or suit that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying such Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 (Indemnification by TheraVida) or 13.2 (Indemnification by Roivant) as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.514.9 (Dispute Resolution), the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 (Indemnification by TheraVida) or 13.2 (Indemnification by Roivant) upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 9.1 or 13.2 9.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days section as soon as reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)claim. The Indemnifying Party shall have the right to assume the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim or suit that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If FivePrime is the Indemnifying Party, it shall not admit to any fault or liability of any Galaxy Indemnitee without Galaxy’s consent, in Galaxy’s sole discretion. If Galaxy is the Indemnifying Party, it shall not admit to any fault or liability of any FivePrime Indemnitee without FivePrime’s consent, in FivePrime’s sole discretion. If the Parties cannot agree as to the application of Section 13.1 9.1 or 13.2 9.2 as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.510.6, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 9.1 or 13.2 9.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either 13.3.1 Any Celgene Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, the Indemnifying Party shall have been actually the right, upon providing notice to the Indemnified Party of its intent to do so within […***…] after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and materially prejudiced as a result handling of such failure Claim, at the Indemnifying Party’s sole expense. 13.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party shall have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimexpense.

Indemnification Procedure. If either 6.4.1 Any Party is seeking indemnification under that may be indemnified pursuant to Sections 13.1 or 13.2 6.3 (the “Indemnified Party”), it ) shall inform give prompt written notification to the other Party from whom indemnification is sought (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice assertion by a Third Party of the Claim any Liabilities for which indemnification may be sought (it being understood and agreed, however, that the failure or delay by an the Indemnified Party to give such notice of a Claim notification shall not affect relieve the Indemnifying Party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such Indemnifying Party shall have been is actually and materially prejudiced as a result of such failure or delay to give noticesuch notification). The . 6.4.2 Within [*], the Indemnifying Party shall have may, upon written notice thereof to the right to Indemnified Party, assume control of the defense of any such Claim for which it is obligated to indemnify Liabilities [*] and will consult with the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right respect to participate, at its own expense and with a possible conflict of interest of such counsel of its choice, in the defense of any Claim that has been assumed retained by the Indemnifying Party. Neither If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall have control such defense at the obligation to indemnify the other Party in connection with any settlement made without expense of the Indemnifying Party’s written consent, which consent shall . 6.4.3 The Party not be unreasonably withheld, conditioned or delayedcontrolling such defense may participate therein at its own expense. If the Parties cannot agree as to the application of Section 13.1 6.3 or 13.2 as 6.4 to any Claimclaim, pending resolution of the dispute pursuant to Section 16.59.7, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 6.3 or 13.2 6.4 upon resolution of the underlying Claimclaim. 6.4.4 The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Such other Party shall provide such cooperation as may be reasonably requested by the Party controlling such defense in connection with or in furtherance of such defense. 6.4.5 The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all Liability with respect thereto or that imposes any Liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed.

Indemnification Procedure. If either Party is 9.3.1 Promptly after the party or parties seeking indemnification under Sections 13.1 or 13.2 (the each, an “Indemnified Party”)) learns of any event or circumstance, it including, without limitation, any claim by a third party, that may give rise to indemnification hereunder, the Indemnified Party shall inform deliver to the other Party party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Certificate”). The Certificate shall: (a) state that the Indemnified Party has incurred or anticipates that it will incur Losses for which it is entitled to indemnification pursuant to this Agreement; and (b) specify in reasonable detail each individual item of Loss, the date such item was incurred or properly accrued, the basis for any anticipated Loss and the nature of the Claim giving misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related, a description of any third-party claim that may give rise to a Loss, and the obligation computation of the amount to indemnify pursuant be indemnified (to the extent an amount can then be determined). Any failure or delay by the Indemnified Party in delivering a Certificate to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification under this Agreement, except to only to the extent that the Indemnifying Party is prejudiced by such Section failure or delay. 9.3.2 In the event the Indemnifying Party objects to the indemnification claimed, the Indemnifying Party shall notify the Indemnified Party in writing sent within ten (10) Business Days after receiving written notice of its receipt of the Claim (it being understood and agreedCertificate. The Indemnifying Party’s notice shall state in reasonable detail the basis for its objection. 9.3.3 With respect to any third-party claim for which indemnification is sought, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to may, at its option, assume the defense of any such Claim for which it is obligated to indemnify the Indemnified PartyParty against such claim (including the employment of counsel and the payment of expenses). The Indemnified Party shall cooperate with Until the Indemnifying Party and assumes the defense of the Indemnified Party against such claim, the Indemnified Party may undertake the defense, provided that the Indemnified Party may not compromise or settle such claim without the prior written consent of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall may not be unreasonably withheld, conditioned or delayed; and, if such Indemnified Party is entitled to indemnification under this Article 9, all legal or other expenses reasonably incurred by the Indemnified Party until the defense is assumed by the Indemnifying Party shall be borne by the Indemnifying Party. Any Indemnified Party shall have the CLE - 954721.6 - 28 - Execution Copy right to select and employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party, except (a) to the extent expressly provided in the immediately preceding sentence, and (b) in the event any Buyer Indemnified Party is made a party to any litigation or arbitration with respect to any Assumed Contract and/or any of the litigation or claims disclosed on Schedule 4.7 and the defenses, counterclaims or third-party claims of Seller and such Buyer Indemnified Party(ies) are not so aligned that a joint defense could be made without compromise of counsel’s loyalty to all of its clients, Seller shall reimburse such Buyer Indemnified Party(ies) for its costs and expenses to employ separate counsel in any such action or claim. The Indemnifying Party shall not be liable to indemnify the Indemnified Party for any settlement or compromise of any such action or claim effected without the consent of the Indemnifying Party, unless such consent was unreasonably withheld, conditioned or delayed. After any such claim has been filed or initiated, each party shall make available to the other and its attorneys, accountants and experts (subject to confidentiality restrictions or appropriate protective orders) all pertinent information under its control relating to such claim, and the parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of any such claim. If the Parties canIndemnifying Party assumes the defense of a third party claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent (which consent shall not agree unreasonably be withheld, conditioned or delayed) unless (A) there is no finding or admission in the compromise or settlement of any violation of law by or on behalf of the Indemnified Party, (B) the relief provided by the compromise or settlement is to be paid or satisfied in full by the Indemnifying Party, (C) the compromise or settlement includes, as an unconditional term thereof, the giving by each claimant or plaintiff to the application Indemnified Party a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of Section 13.1 such third party claim, and (D) if Buyer is an Indemnified Party, the compromise or 13.2 as settlement does not purport to amend, modify or terminate any Assumed Contract, and (ii) the Indemnified Party shall have no liability with respect to any Claimcompromise or settlement thereof affected without its consent. 9.3.4 To the extent the Indemnified Party is entitled to be paid or reimbursed its costs and expenses to participate in the defense of any claim for which it is entitled to be indemnified under this Section 9, pending resolution the Indemnifying Party shall pay or reimburse such costs and expenses upon request of the dispute Indemnified Party from time to time as such costs and expenses are incurred. The Indemnified Party shall include with its request for payment supporting documentation, provided, however, that the Indemnified Party shall not be obligated to disclose any material covered by attorney-client privilege. Within thirty (30) Business Days after the final determination (by judge or arbitrator, as the case may be) or settlement of the amount of any claims for Losses to be indemnified pursuant to Section 16.5this Agreement, the Parties may conduct separate defenses of Indemnifying Party shall pay such Claims, with each determined or settled amount to the Indemnified Party retaining by wire transfer to the bank account or accounts designated in writing by the Indemnified Party. Buyer shall also have the right to Claim set-off from any installment of the Purchase Price and from any other payment due or to become due to Seller under this Agreement any Loss for which any Buyer Indemnified Party is entitled to be indemnified. 9.3.5 The amount of any Losses incurred by any Indemnified Party shall be reduced by (x) any amount actually received by such Person with respect to such claim pursuant to any applicable policy or policies of insurance held by such Person, except to the extent that such Person shall have assigned such proceeds to the Indemnifying Party; provided, however, that to the extent that an Indemnified Party receives any amount under any applicable policy or policies of insurance after the date such Indemnified Party has actually received full indemnification payment from an Indemnifying Party, the Indemnified Party shall promptly tender such amounts to the Indemnifying Party, and (y) the value of any Tax benefits actually realized by any Indemnified Party as a result of such Losses; provided, however, that to the extent that an Indemnified Party realizes such Tax benefits after receiving full payment from the other Indemnifying Party, the Indemnified Party in accordance with Section 13.1 or 13.2 upon resolution shall promptly pay such amount to the Indemnifying Party. CLE - 954721.6 - 29 - Execution Copy 9.3.6 Except for the prohibitions on Seller pursuing claims against Buyer’s customers expressly set forth herein, to the extent that the Indemnifying Party discharges any claim for indemnification hereunder, the Indemnifying Party shall be subrogated to all rights of the underlying ClaimIndemnified Party against third parties.

Indemnification Procedure. If either Party is seeking (a) A claim for indemnification under Sections 13.1 or 13.2 for any matter not involving a third-party claim may be asserted by notice from the party that may be entitled to indemnification pursuant to this Article VI (the “Indemnified Party”), it shall inform ) to the other Party party that may be obligated to provide indemnification pursuant to this Article VI (the “Indemnifying Party”) ); provided, however, that failure to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The notice of claim shall state in reasonable detail the basis of the Claim giving rise to claim for indemnification. (b) If any legal proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 6.01(a) or Section 6.01(b) hereof (a “Third Party Claim”), the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim (it being understood and agreedto the Indemnifying Party; provided, however, that failure of the failure or delay by an Indemnified Party to give such notice of a Claim so notify the Indemnifying Party shall not release, waive or otherwise affect the indemnification provided hereunder Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Subject to the provisions of this Section 6.02, the Indemnifying Party shall have been actually the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and materially prejudiced to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as a result of such failure or delay provided hereunder and provide to give notice)the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article VI. The Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle, or otherwise deal with any Third Party Claim (i) if the Third Party Claim is not solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (ii) if the Third Party Claim involves criminal allegations, or (iii) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within fifteen (15) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that, the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for losses relating to such Third Party Claim under this Agreement, the Indemnified Party may defend against, negotiate, settle, or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills, which reimbursement shall be made within thirty (30) days of the applicable submission. If the Indemnifying Party shall assume the defense of any such Claim for which it is obligated to indemnify Third Party Claim, the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at his, her or its own expense and with counsel of its choiceexpense, in the defense of such Third Party Claim; provided, further, that such Indemnified Party shall be entitled to participate in any Claim that has been assumed such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party. Neither Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further that the Indemnifying Party shall have the obligation not be required to indemnify the other Party pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each party hereto shall provide reasonable access to each other party to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement made of any Third Party Claim. Notwithstanding anything in this Section 6.02 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (i) would create any liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party from all liability in respect of the Third Party Claim. (c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party’s written consentParty shall have arrived at a mutually binding agreement, which consent in each case with respect to a Third Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. (d) Notwithstanding anything to the contrary in this Agreement, the Preferred Unit Purchaser shall not be unreasonably withheldhave any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the excess, conditioned or delayed. If if any, of the Parties cannot agree as Preferred Unit Commitment Amount minus any amounts funded to the application Partnership pursuant to the Equity Commitment Letters. (e) Notwithstanding anything to the contrary in this Article VI or any other provision of Section 13.1 this Agreement, in no event shall the Preferred Unit Purchaser or 13.2 as SN have any liability or indemnification obligation to any Claimother party for punitive, pending resolution consequential, special, indirect, diminution in value, loss of profit, penalty or other indirect or unforeseen Damages, whether in law or equity, arising from the performance of this Agreement or the transactions contemplated hereby; provided that if the Preferred Unit Purchaser breaches its obligations under Section 2.01(a) and Section 2.06(d)(i) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing and/or the Preferred Unit Purchaser breaches its obligations under Section 2.02(a) and Section 2.06(d)(v) to contribute the Preferred Unit [redacted] Funding Amount at the [redacted] Closing, and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the dispute Deposit or the deposit under the [redacted] PSA, if any, and any damages payable to Anadarko or Blackstone Newco as a result thereof, then the loss of the Deposit and/or the deposit under the [redacted] PSA, if any, and any Damages actually incurred by the Common Indemnified Parties to Anadarko or Blackstone Newco pursuant to the APC/KM PSA or the [redacted] PSA, as applicable, in respect thereof shall be recoverable by the Common Indemnified Parties subject to the maximum specified in Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim6.02(d) above.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article IV, except as otherwise provided in Section 4.1 and Section 4.2. (b) Promptly after any Company Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) business days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. Neither Party shall have the obligation The remedies set forth in this ARTICLE IV are cumulative and are not exclusive of any remedies that may be available to indemnify the other Party a party at law or in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned equity or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimotherwise.

Indemnification Procedure. If either Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 8.04, the obligations of an Indemnifying Party under this Section 11.04 shall be governed by and contingent upon the following: (a) at its option, the Indemnifying Party may assume control of the defense of any Third Party Claim (which, for the avoidance of doubt, shall include the conduct of all dealings with such Third Party) by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of control of the defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that the Indemnifying Party is seeking indemnification under Sections 13.1 or 13.2 (liable to indemnify any Indemnitee in respect of the “Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party”’s claim for indemnification. GDSVF&H\ ****Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. US-DOCS\97178923.5 (b) upon the assumption of the control of the defense of a Third Party Claim by the Indemnifying Party: (i) subject to the provisions of Section 11.04(c), it shall inform have the other right to and shall assume sole control and responsibility for dealing with the Third Party and the Third Party Claim, including the right to settle the claim on any terms the Indemnifying Party chooses, but at all times in accordance with the provisions of Section 11.04(c) and Section 11.04(d); (ii) if it chooses, the “Indemnifying Party may appoint as counsel in the defense of the Third Party Claim any law firm or counsel selected by the Indemnifying Party”; and (iii) except as expressly provided in Section 11.04, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Indemnitee in connection with the analysis, defense, or settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including lawyers’ fees and costs of suit) and any Losses incurred by the Indemnifying Party in its defense of the Third Party Claim giving rise with respect to such Indemnified Party or Indemnitee. (c) without limiting the remainder of this Section 11.04, any Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose; provided that such retention shall be at the Indemnitee’s own cost and expense unless (i) the Indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 11.04(a) (in which case the Indemnified Party shall control the defense), or (ii) the interests of the Indemnitee and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under any legal requirement, ethical rules or equitable principles. (d) with respect to any Losses relating solely to the obligation payment of money to indemnify pursuant the Third Party to such Section within ten (10) Business Days after receiving written notice of settle the Third Party Claim (it being understood and agreed, however, that will not result in the failure or delay by an Indemnified Party or the Indemnitee becoming subject to give such notice of a Claim shall not affect the indemnification provided hereunder except injunctive relief, and as to the extent which the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, acknowledged in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have writing the obligation to indemnify the other Indemnitee under Section 11.04(c), the Indemnifying Party in connection with shall have authority to consent to the entry of any judgment, enter into any settlement made or otherwise dispose of such Losses. With respect to all other Losses or where the Indemnified Party will be subject to injunctive relief, where the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with Section 11.04(a) the Indemnifying Party must not consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Losses, unless it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). GDSVF&H\ ****Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. US-DOCS\97178923.5 (e) if the Indemnifying Party chooses not to take control of the defense or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defense thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If The Indemnifying Party shall not be liable for any settlement or other disposition of Losses by an Indemnified Party or an Indemnitee under such a Third Party Claim that is reached without the Parties canwritten consent of the Indemnifying Party, which consent will not agree be unreasonably withheld, conditioned or delayed. (f) if the Indemnifying Party chooses to control the defense of any Third Party Claim, the Indemnified Party shall, and shall cause each other Indemnitee to, reasonably cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information, to the application of Section 13.1 or 13.2 as extent the Third Party Claim is subject to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimhereunder.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article V, except as otherwise provided in Section 5.01 and Section 5.02. (b) Promptly after any Xxxxxxx Related Party is seeking indemnification under Sections 13.1 or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party 18 Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed (y) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party and (z) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. Neither Party shall have the obligation The remedies provided for in this Section 5.03 are cumulative and are not exclusive of any remedies that may be available to indemnify the other Party a party at law or in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned equity or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimotherwise.

Indemnification Procedure. If either An Indemnified Party shall promptly notify the Party from whom it is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “"Indemnifying Party”") upon becoming aware of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party Claim with respect to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent which the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay is obligated to give notice)provide indemnification under this Section 10. The Indemnifying Party shall have the right to promptly assume control of the defense and investigation of any such Claim for which it is obligated to indemnify the Indemnified Party. The Claim, with counsel of its own choosing, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestin connection therewith, and in each case at the Indemnifying Party’s 's sole cost and expense. The Indemnified Party shall have may participate in the right to participatedefense of such Indemnified Claim, at its own expense and with counsel of its choice, own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the defense rights of any Claim that has been assumed by the Indemnifying Party. Neither Indemnified Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Indemnified Party’s 's prior written consent, consent (which consent shall may not be unreasonably withheld, conditioned conditioned, or delayed). If the Parties canIndemnifying Party fails or refuses to assume control of the defense of an Indemnified Claim, the Indemnified Party may, but is not agree as obligated to, defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the application Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 10.3 nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim will relieve the Indemnifying Party of its obligations under this Section 13.1 or 13.2 as 10, including with respect to any ClaimLosses, pending resolution of except to the dispute pursuant to Section 16.5, extent that the Parties may conduct separate defenses of such Claims, with each Indemnifying Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimcan demonstrate that it has been materially prejudiced as a result thereof.

Indemnification Procedure. If either Party is seeking (a) All claims for indemnification under Sections 13.1 by a Purchaser Indemnitee or 13.2 a Seller Indemnitee (the “an "Indemnified Party”") (except for claims for tax indemnification, which are addressed in Section 11.5(e), it ) shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such be asserted and resolved as set forth in this Section within ten (10) Business Days 11.4. As soon as is reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party or any of its respective Affiliates, Representatives, successors and permitted assigns, as the case may be, becomes aware of any claim for which it is entitled to recover Losses under this Article XI, such Indemnified Party shall notify the other party (the "Indemnifying Party") in writing (the "Claim Notice"), which shall describe the claim in reasonable detail and shall specify, in reasonable detail, the facts underlying the nature of the claim, the basis for indemnification and the estimated amount of Losses under such claim. The failure of any Indemnified Party to promptly give any Indemnifying Party such notice of a Claim Notice shall not affect the preclude such Indemnified Party from obtaining indemnification provided hereunder under this Article XI, except to the extent that such Indemnified Party's failure has materially prejudiced the Indemnifying Party's rights or materially increased its Liabilities hereunder. (b) In the event that any claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 10 days following such Indemnified Party's receipt of such claim or demand, provide the Indemnifying Party with a Claim Notice. (c) The Indemnifying Party shall have been actually 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party with respect to such claim or demand; and materially prejudiced as (ii) in the case of a result third party claim, whether or not it will defend the Indemnified Party against such claim or demand. If the Indemnifying Party declines to defend the claim or demand, then the reasonable costs and expenses incurred by the Indemnified Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party if the Indemnifying Party does not dispute its liability or if the Indemnifying Party does dispute its liability and the resolution of such failure dispute is against the Indemnifying Party. In the event that the Indemnifying Party elects to defend the Indemnified Party, it shall notify the Indemnified Party within the Notice Period that it will defend and accepts its obligation to indemnify the Indemnified Party against such claim or delay demand pursuant to give notice)this Agreement. The Indemnifying Party shall defend the Indemnified Party by appropriate proceedings and shall have the right sole power to assume the defense of direct and control such defense. If any Indemnified Party desires to participate in any such Claim for which defense, it is obligated may do so at its sole cost and expense, provided, however, that if, in the view of counsel selected by the Indemnifying Party to indemnify defend the Indemnified Party. The Indemnified Party shall cooperate with third party claim, an ethical or financial conflict of interest exists between the Indemnifying Party and the Indemnifying Indemnified Party’s insurer as , the Indemnifying Party may reasonably request, reasonable costs and at expenses of one counsel to the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed will be paid by the Indemnifying Party. Neither If the Indemnifying Party assumes the defense, the Indemnified Party shall have not settle a claim or demand for which it is indemnified by the obligation to indemnify Indemnifying Party without the other Party in connection with any settlement made without written consent of the Indemnifying Party’s . The Indemnifying Party shall not, without the prior written consentconsent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If , settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the Parties cannot agree as imposition of an Order that would restrict the future activity or conduct of the Indemnified Party, but if such consent is unreasonably withheld, conditioned or delayed the Indemnified Party shall be liable to the application Indemnifying Party for all additional liability or cost incurred by the Indemnifying Party as a result thereof. The Indemnified Party will diligently and fully cooperate with the Indemnifying Party, its counsel, experts and other relevant persons in the defense of Section 13.1 any claim or 13.2 as demand including providing access, during normal business hours, to any Claimrelevant facilities and to business records and other documents, pending resolution and shall permit them to consult with the employees and counsel and other relevant persons of the dispute pursuant Indemnified Party. The Indemnifying Party shall use its reasonable efforts to Section 16.5, the Parties may conduct separate defenses of defend all such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimclaims.

Indemnification Procedure. If either Party is seeking 6.4.1. A Buyer Indemnitee or a Seller Indemnitee (individually, an "Indemnitee") shall give written notice (the "Claim Notice") of any claim for indemnification under Sections 13.1 or 13.2 this Article VI (the “Indemnified Party”a "Claim"), it shall inform reasonably promptly after the other assertion against an Indemnitee of any claim for a Loss by a third party (a "Third Party (Claim") or, if such Claim is not in respect of a Third Party Claim, reasonably promptly after the “Indemnifying Party”) discovery of facts on which the Indemnitee intends to base a Claim giving rise to the obligation to indemnify for indemnification pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedthis Article VI; provided, however, that the failure or delay to so notify the indemnifying parties shall not relieve the indemnifying parties of any obligation or liability that the indemnifying parties may have to the Indemnitee except to the extent, and only to the extent, that the indemnifying party demonstrates that the indemnifying party's ability to defend or resolve such Claim is materially adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based (to the extent then known by an Indemnified Party the Indemnitee) and shall specify the amounts, and the basis for the determination of such amounts, which the Indemnitee intends to give such notice recover. 6.4.2. If, within ten (10) days after the delivery of a Claim Notice, the indemnifying party contests in writing to the Indemnitee that Losses identified in such Claim Notice constitute indemnifiable Claims (the "Contest Notice"), then the Indemnitee and the indemnifying parties, acting in good faith, shall attempt to reach agreement with respect to the contested portions of such Claims. Unless a Claim is contested within such 10-day period (meaning the Contest Notice is delivered on or prior to the 10th day after the delivery of the Claim Notice to which such Contest Notice relates), the indemnifying party shall, subject to the other terms of this Article VI, pay the amount of the Losses related to such Claim or the uncontested portion thereof. The indemnifying parties shall not affect object to any Claim unless (a) they believe in good faith that the indemnification provided hereunder except Indemnitee is not entitled to be indemnified with respect to the Losses specified therein, or (b) they lack sufficient information to assess the validity or amount of the Claim. If the indemnifying parties object to a Claim on the basis that they lack sufficient information, they shall promptly request from the Indemnitee any additional information reasonably necessary for them to assess such Claim and the Indemnitee shall, to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result Indemnitee reasonably can, provide additional information reasonably requested. Upon receipt of such failure additional information, the indemnifying party shall review it as soon as reasonably practicable and notify the Indemnitee of any withdrawal or delay modification of the objection. (a) Subject to give notice). The Indemnifying Party the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying party shall have the right right, upon written notice given to the Indemnitee within ten (10) days after receipt of the Notice from the Indemnitee of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 6.4.3(b) shall govern; provided, however, that, notwithstanding the foregoing, Buyer may elect to assume the defense and handle any such Third Party Claim by providing notice to Seller stating the basis for such election if it determines in good faith that the resolution of such Third Party Claim could result in a Material Adverse Effect on Buyer, in which case the provisions of Section 6.4.4(b) hereof shall govern. (b) The indemnifying party shall select counsel reasonably acceptable to the Indemnitee in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying party shall defend or handle the same in consultation with the Indemnitee and shall keep the Indemnitee timely apprised of the status of such Third Party Claim. The indemnifying party shall not, without the prior written consent of the Indemnitee, agree to a settlement of any Third Party Claim, unless (i) the settlement provides an unconditional release and discharge of the Indemnitee and (ii) if Buyer is the Indemnitee, the indemnifying party has provided notice of the proposed settlement to Buyer and within 10 days after receipt of such Claim for which it is obligated notice, Buyer has not reasonably objected to indemnify any such settlement on the Indemnified Partyground that the circumstances surrounding the settlement could reasonably result in a Material Adverse Effect on Buyer. The Indemnified Party Indemnitee shall cooperate with the Indemnifying indemnifying parties and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in expense. (a) If (i) the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s indemnifying party does not give written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as notice to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute Indemnified Party pursuant to Section 16.56.4.3(a) within ten (10) days after the delivery of the Claim Notice from the Indemnitee of any Third Party Claim of the indemnifying party's election to assume the defense or handling of such Third Party Claim or (ii) Buyer elects to assume the defense or handling of the Third Party Claim pursuant to Section 6.4.3(a), the Parties may conduct separate defenses provisions of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim6.4.4 (b) shall govern.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any Partnership Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party and (2) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. Neither Party shall have the obligation The remedies provided for in this Section 6.03 are cumulative and are not exclusive of any remedies that may be available to indemnify the other Party a party at law or in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned equity or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimotherwise.

Indemnification Procedure. If either Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party is seeking indemnification under Sections 13.1 Liabilities in a manner (i) that imposes any restrictions or 13.2 obligations on the indemnified party (the an “Indemnified Party”)) or, it shall inform if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party Party’s prior written consent, (ii) if Licensee is the “Indemnifying Party”) of the Claim giving rise , that grants any rights to the obligation Licensed Technology or Licensed Products other than those Licensee has the right to indemnify pursuant to such Section within ten grant under this Agreement without Licensor’s prior written consent, or (10iii) Business Days after receiving written notice of if Licensor is the Claim (it being understood and agreed, howeverIndemnifying Party, that the failure or delay by an Indemnified Party grants any rights that are inconsistent with those granted to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall have be permitted to control any *** Confidential Treatment Requested *** litigation or potential litigation involving the right defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any such Claim for which it is obligated to indemnify claim or action within […***…] after notice thereof, the Indemnified Party may assume the defense of such claim or action at the cost and risk of the Indemnifying Party, and any Third Party Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party shall cooperate with the contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party and will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestreceipt of invoices for such fees, expenses, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimcharges.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article IV, except as otherwise provided in Section 4.1 and Section 4.2. (b) Promptly after any Company Indemnitee or 13.2 Purchaser Indemnitee (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) business days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. Neither Party shall have the obligation The remedies set forth in this Article IV are cumulative and are not exclusive of any remedies that may be available to indemnify the other Party a party at law or in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned equity or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimotherwise.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or delay (B) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) Promptly upon receipt by an Indemnified Party is seeking indemnification under Sections 13.1 of a notice of the commencement of an indemnifiable claim hereunder filed by a third party or 13.2 of circumstances leading such Indemnified Party to believe that an indemnifiable claim may be filed by any person against the Indemnified Party (any such claims, a “Third Party Claim”), the Indemnified Party shall give written notice of such claim (the “Indemnified PartyNotice of Claim”), it shall inform ) to the other relevant Indemnifying Party pursuant to Section 13.1. or Section 13.2. (the “Indemnifying Party”) ). The Notice of Claim shall contain a detailed description of the Third Party Claim giving rise and all the information and documentation available in connection therewith. Failure to promptly give the obligation Notice of Claim or deliver the relevant information and documentation shall not affect the indemnity obligations established in this Section 13, unless the Indemnifying Party were adversely affected by such failure. (b) The Indemnifying Party shall be entitled to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice assume control of the Claim (it being understood defense and agreedappoint counsel; providing, however, that the failure Indemnifying Party shall not be entitled to assume control of the defense of a Third Party Claim (x) if it does not previously agree, in writing, to assume its indemnity obligation and hold the Indemnified Party totally harmless from any Loss arising from the Third Party Claim; (y) if the purpose of the Third Party Claim is to obtain a court order to do or delay not to do something, a declaratory judgment or any other non-financial injunction against the Indemnified Party, that, if granted, would adversely affect the business, assets, financial condition or results of the operations of the Indemnified Party; or (z) if the parties to any such actions or proceedings (including any summoned third party) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party has been informed in writing, by an attorney-at-law (with copy to the Indemnifying Party) that one or more different or additional legal remedies are available other than those available to the Indemnifying Party; providing that to exercise such rights, the Indemnifying Party shall give notice to the Indemnified Party of its decision to assume control of the defense and appoint counsel no later than the first to occur of: (1) five (5) Business Days before the expiration of any procedural or administrative term available to the Indemnified Party or (2) thirty (30) days after receipt of the Notice of Claim. In the event of failure by the Indemnifying Party to give such notice of a Claim shall not affect within the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure above mentioned term or delay to give notice). The Indemnifying Party shall have the right to assume the defense application of any such Claim for which it is obligated to indemnify of the Indemnified Party. The provisos described in item (x) or (y) above, the Indemnified Party shall cooperate be entitled to assume control of the defense, with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed costs borne by the Indemnifying Party. Neither Before receiving an answer from the Indemnifying Party, the Indemnified Party shall have be entitled to adopt any measure or file any paper that may be necessary or convenient to protect its interests or those of the obligation Indemnifying Party, to indemnify the other Party in connection with any settlement made without extent not damaging to the Indemnifying Party. The Parties expressly agree that the Indemnifying Party’s being summoned and the exercise by the Indemnified Party of the other rights contemplated herein shall not be considered damaging to the Indemnifying Party. (c) If the Indemnifying Party assumes control of the defense of the Third Party Claim in accordance with the provisions of this Section 13.3., the Indemnifying Party shall obtain the prior written consent, consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If subject to any condition) before executing any settlement agreement, arrangement, admission or acknowledgement of the Parties canvalidity of such Third Party Claim, if, as a consequence thereof the Indemnified Party is not agree as unconditionally released from its liabilities and obligations in connection with said Third Party Claim, or the agreement imposes any obligation to the application Indemnified Party. (d) Each Party shall cooperate and ensure that its Affiliates cooperate in the defense or prosecution of Section 13.1 any Third Party Claim and provide or 13.2 as ensure the provision of any record, document, information and testimony (subject to any ClaimConfidentiality Agreement), pending resolution and shall attend hearings, offerings of the dispute pursuant evidence, trials or appeals if reasonably required to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimdo so.

Indemnification Procedure. If either 12.3.1 Any BeiGene Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 12.3.2 Subject to the provisions of Section 12.3.3 below, the Indemnifying Party shall have been actually the right, upon providing notice to the Indemnified Party of its intent to do so within thirty (30) days after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and materially prejudiced as a result handling of such failure Claim, at the Indemnifying Party’s sole expense. 12.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party shall have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimexpense.

Indemnification Procedure. If either ​ 12.3.1 All indemnification claims in respect of a Novartis Indemnitee or BicycleTx Indemnitee shall be made solely by Novartis or BicycleTx, respectively. 12.3.2 A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “"Indemnified Party”), it ") shall inform notify the other Party (the “"Indemnifying Party”") in writing reasonably promptly after the assertion against the Indemnified Party of any Third Party Claim or on the Indemnified Party becoming aware of the fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedNotice"), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Claim shall not affect relieve the indemnification provided hereunder Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates with competent evidence that its ability to defend or resolve such Third Party Claim is adversely affected thereby. The US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​ Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Third Party Claim (to the extent that the nature and amount of such Third Party Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Third Party Claim. ​ 12.3.3 Subject to the provisions of Clauses 12.3.4 and 12.3.5, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defence and materially prejudiced as a result handling of such failure or delay to give notice)Third Party Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Clause 12.3.4 below shall govern. The assumption of the defence of a Third Party Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defences it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an indemnitee harmless from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defence of the Third Party Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defence and handling of such Third Party Claim, the provisions of Clause 12.3.5 shall govern. ​ 12.3.4 Upon assumption of the defence of a Third Party Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the defense Third Party Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defence and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed on a regular basis of the status of and key developments in relation to such Third Party Claim; and (iv) the Indemnifying Party shall have the right to settle the Third Party Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party or which affects the business of or any rights granted under this Agreement to the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defence of such Third Party Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably ​ US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​ requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnifying Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnifying Party and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. ​ 12.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Clause 12.3.3 or fails to conduct the defence and handling of any Third Party Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defence and handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of and key developments in relation to such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application Indemnified Party, and shall be entitled to participate in, but not control the defence and handling of Section 13.1 or 13.2 such Third Party Claim with its own counsel and at its own expense. In particular, the Indemnifying Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access, upon reasonable notice and during normal business hours by the Indemnified Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to any such Third Party Claim, pending resolution and making the Indemnifying Party and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 any records or 13.2 upon resolution of the underlying Claim.information provided. ​

Indemnification Procedure. If either (a) Promptly after the incurrence of Damages by the party seeking indemnification (the "Indemnified Party"), including, without limitation, any claim by a third party described in Section 9.3(c) which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Damages or anticipates that it will incur liability for Damages for which such Indemnified Party is seeking entitled to indemnification under Sections 13.1 pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of Damage included in the amount so stated, the date such item was paid or 13.2 (properly accrued, the “basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, or other claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or effect the obligation of the Indemnifying Party to indemnify the Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise except to the obligation extent that such failure or delay shall have materially adversely affected the Indemnifying Parties' ability to indemnify pursuant defend against, settle or satisfy the Damage for which the Indemnified Party is entitled to such Section indemnification hereunder. (b) In case the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate, the Indemnifying Party shall, within ten (10) Business Days days after receiving receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party a written notice to such effect specifying the objections and the Indemnifying Party and the Indemnified Party shall, within the 30 day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party respective parties with respect to give each of such notice of a Claim shall not affect the indemnification provided hereunder except claims to the extent which the Indemnifying Party shall have been actually so objected. If the Indemnified Party and materially prejudiced as a result of such failure or delay to give notice). The the Indemnifying Party shall have succeed in reaching agreement on their respective rights with respect to any of such claims, the right Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party and the Indemnifying Party shall submit such dispute to a court of competent jurisdiction. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party that, in the judgment of such Indemnified Party, may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the Indemnifying Party a written notice describing in reasonable detail such claim and such Indemnifying Party may, at its option, assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with against such claim (including the Indemnifying Party employment of counsel), and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expensepayment of expenses. The Any Indemnified Party shall have the right to participate, at its own expense employ separate counsel in any such action or claim and with counsel of its choice, to participate in the defense thereof, but the fees and expenses of any Claim that such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been assumed specifically authorized in writing by the Indemnifying Party. Neither Party or (iii) such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the obligation Indemnified Party which are not available to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s , or available to the Indemnifying Party, but the assertion of which would be adverse to the interests of the Indemnified Party. No Indemnifying Party shall be liable to indemnify any Indemnified Party for any settlement of any such action or claim effected without the written consentconsent of the Indemnifying Party, but if settled with the written consent of the Indemnifying Party, or if there be a final judgment for the plaintiff in any such action, the Indemnifying Party shall indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. (d) Claims for Damages specified in any Certificate to which consent an Indemnifying Party shall not be unreasonably withheldobject in writing within thirty (30) days of receipt of such Certificate, conditioned or delayed. If claims for Damages covered by a memorandum of agreement of the Parties cannot agree nature described in Section 9.3(b), claims for Damages the validity and amount of which have been the subject of judicial determination and claims for Damages which shall have been settled with the consent of the Indemnifying Party, as described in Section 9.3(c) are hereinafter referred to, collectively, as "Agreed Claims." Within ten (10) business days of the determination of the amount of any Agreed Claims, the Indemnifying Party shall pay to the application of Section 13.1 Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or 13.2 as accounts designated in writing by the Indemnified Party not less than one Business Day prior to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimpayment.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any Partnership Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within 10 Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying PartyParty as incurred. Neither Notwithstanding any other provision of this Agreement, the Indemnifying Party shall have the obligation to indemnify the other Party in connection with not settle any settlement made indemnified claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnified Party.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days [*] after receiving written notice of the Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.5Article 15, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 12.1 or 13.2 12.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 12.1 or 13.2 12.2 as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.5Article 14, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 12.1 or 13.2 12.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either ​ (a) For the avoidance of doubt, all indemnification claims in respect of a Gilead Indemnitee or a Hookipa Indemnitee shall be made solely by Gilead or Hookipa, respectively. ​ (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, howeverNotice”); provided, that the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Claim shall not affect relieve the indemnification provided hereunder Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice, to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 16.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of ​ CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. ​ (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.its own counsel and at its own expense. ​

Indemnification Procedure. If either 8.3.1 A Party is hereto or any of its Affiliates seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any claim or allegation by a Third Party (“Third Party Claim”) in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Third Party Claim is adversely affected thereby. 8.3.2 Subject to the provisions of Sections 8.3.4 and 8.3.5 below, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the notice from the Indemnified Party of any Third Party Claim to assume the defense and materially prejudiced as a result handling of such failure Third Party Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 8.3.3 below shall govern. 8.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Third Party Claim, and the Indemnifying Party shall defend or delay to give notice)handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, and shall be entitled to participate in the defense and handling of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense and handling of any Third Party Claim in good faith after having assumed such, then the provisions of Section 8.3.5 below shall govern. 8.3.4 If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the notice from the Indemnified Party of any Third Party Claim, of the Indemnifying Party’s insurer as election to assume the Indemnifying defense and handling of such Third Party may reasonably requestClaim, and the provisions of Section 8.3.5 below shall govern. 8.3.5 The Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Third Party Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or delay (B) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Conatus Indemnitee shall be made solely by Novartis or Conatus, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections 15.3(d) and (e), the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 15.3(d) shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 15.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party (a) For purposes of this Section 12, a party against which indemnification may be sought is seeking referred to as the “Indemnifying Party” and the party which may be entitled to indemnification under Sections 13.1 or 13.2 (is referred to as the “Indemnified Party”). If an Indemnified Party believes that it has suffered or incurred any Claims and Liabilities, it shall inform notify the other Indemnifying Party promptly in writing describing such Claims and Liabilities, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Claims and Liabilities shall have occurred (a “Claim Notice”). A failure or delay in notifying the “Indemnifying Party shall not affect the Indemnified Party’s right to indemnity, except only to the extent such failure or delay prejudices the ability to defend against any legal action. (b) Upon receipt of a Claim Notice that does not involve a Third Party Claim (as defined below), the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Indemnified Party that the Indemnifying Party disputes such claim. If the Indemnifying Party does not timely notify the Indemnified Party of such dispute, then the amount of such claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Indemnified Party of such dispute, then the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30) day period there remains a dispute as to any such claim, then the Indemnified Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If the parties do not agree within such additional thirty (30) day period, then the Indemnified Party may pursue any and all other remedies available to it under this Agreement. (c) The obligations of the Indemnifying Parties under this Section 12 with respect to Claims and Liabilities of third parties which are subject to the indemnification provided for in this Section 12 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Parties notice of such Third Party Claim within fifteen (15) days of the Claim giving rise to receipt by the obligation to indemnify pursuant to Indemnified Party of such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreednotice; provided, however, that the failure or delay by an Indemnified Party to give provide such notice of a Claim shall not affect the indemnification provided hereunder release an Indemnifying Party from any of its obligations under this Section 12 except to the extent that such Indemnifying Party is prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and if practicable the amount or good faith estimate of the amount arising therefrom. (d) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Claims and Liabilities that may result from such Third Party Claim, then the Indemnifying Party shall have been actually be entitled to assume and materially prejudiced as a result control the defense of such failure Third Party Claim at its expense (subject to the limitations of Section 12.4 hereof) and through counsel of its choice, reasonably acceptable to the Indemnified Party, if it gives notice of its intention to do so to the Indemnified Party within ten (10) days of the receipt of such notice from the Indemnified Party; provided, however, that if (A) the Indemnifying Party fails to diligently defend such Third Party Claim or delay (B) there exists or is reasonably likely to give noticeexist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its reasonable discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which counsel is required, at the expense of the Indemnifying Party (subject to the limitations of Section 12.4 hereof). The In the event that the Indemnifying Party shall have exercises the right to assume the defense of undertake any such defense against any such Third Party Claim for which it is obligated to indemnify as provided above, the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost expense, all witnesses, pertinent records, materials and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, information in the defense of any Claim that has been assumed Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Neither Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, (i) the Indemnifying Party shall have cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense (subject to the limitations of Section 12.4 hereof), all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party and (ii) the Indemnifying Party may assume control of such defense with counsel of its choice upon acknowledgement in writing of its obligation to indemnify the Indemnified Party; provided, however, that if (A) the Indemnifying Party fails to diligently defend such Third Party Claim or (B) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its reasonable discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which counsel is required, at the expense of the Indemnifying Party (subject to the limitations of Section 12.4 hereof); and provided further, that each party shall cooperate with the other in such defense and make available all witnesses, pertinent records, materials and information in its possession or under its control as is reasonably required by such other party. No such Third Party Claim may be settled by any party conducting the defense against such claim without the prior written consent of the other party unless the other party and its affiliates are released in full in connection with any settlement made without such settlement. (e) Any payment under Section 12 or 13 of this Agreement will be treated by the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree parties for Tax purposes as an adjustment to the application Acquisition Price except as otherwise required by Applicable Law. (f) Subject to the last sentence of this paragraph (f), in the event of any failure by the Parent to pay any amounts when due to Newport or Buyer under Section 13.1 or 13.2 12.3 hereof, as to any Claimestablished by (i) mutual agreement of Parent and Newport, pending resolution (ii) Parent’s deemed acceptance of the dispute liability pursuant to subparagraph (b) of this Section 12.7 or (iii) a final nonappealable judgment from a court of competent jurisdiction, then, without limiting any other rights or remedies of Newport or Buyer, Newport or Buyer shall be entitled to set off any or all of such amounts against, and to that extent reduce, the principal balance of the Promissory Note (the “Set-Off Rights”), provided that Newport or Buyer has given Parent at least three (3) business days prior written notice of such Newport’s or Buyer’s intention to exercise its set off rights hereunder. The Set-Off Rights shall expire on the later of (i) the second (2nd) anniversary of the date of the Promissory Note (the “Second Anniversary Date”) or (ii) to the extent that prior to the Second Anniversary Date, Newport shall have made claims for indemnification under this Agreement which claims shall remain unresolved on such Second Anniversary Date, the day following the date on which all such indemnification claims shall have been resolved. (g) This Section 12 shall be the sole and exclusive remedy of the Newport Parties and Parent Parties with respect to Claims and Liabilities resulting from or relating to (i) any breach of any representation or warranty or failure to perform any covenant or agreement contained in this Agreement, or (ii) any Excluded Liabilities, and the parties hereby waive (and shall cause their Affiliates and their respective successors and assigns thereof to waive) any and all Claims and Liabilities and any right to seek contribution or any other legal or equitable recovery or relief, arising at any time, with respect to the Business that they may have under any Applicable Law, or any common law providing for any remedy, relief or right of recovery with respect to the Business. (h) Notwithstanding any other provisions of this Section 12, for so long as Parent is obligated to indemnify Newport and Buyer pursuant to Section 16.512.3(b), Parent shall have exclusive control of all matters relating to the Parties Mountain View Environmental Liabilities, including the defense, investigation, remediation and closure of the Mountain View Site. Newport shall cause Parent and its consultants, contractors, attorneys, agents, and employees to have, upon reasonable notice, such access as Parent may conduct separate defenses of such Claimsreasonably require to (i) properties owned, with each Party retaining leased or operated by Newport or its Affiliates relating to the Mountain View Site (including, without limitation, the right to Claim indemnification from the other Party in accordance with Section 13.1 enter upon, investigate, drill xxxxx, take samples, excavate, monitor, test and implement remedial or 13.2 upon resolution removal actions), (ii) such employees and advisors of Newport or its Affiliates as may have knowledge of the underlying Claimrelevant property or facts relating to the Mountain View Environmental Liabilities, and (iii) all relevant documents and records. Newport shall, and shall cause its Affiliates to, cooperate with Parent in connection with Parent’s defense, investigation, remediation and closure of the Mountain View Site and any other Mountain View Environmental Liability. Parent shall use reasonable efforts to avoid disruption to the business or operations of Newport and its Affiliates or damage to persons or property, shall take appropriate steps to mitigate and remedy any such disruption and damage, and shall indemnify the Newport Parties from and against all Claims and Liabilities that the Newport Parties may incur after the Closing resulting from death or bodily injury to any Person, destruction or damage to any property, or violation of any Applicable Law in connection with Parent’s or its agents’ performance of environmental investigation and remediation at the Mountain View Site. Parent shall keep the Mountain View Site free and clear from any Liens in connection with Parent’s performance of its obligations under this Section 12. Parent shall give Newport reasonable prior notice of its plans for investigation and remediation activities on the Mountain View Site. Parent shall keep Newport reasonably informed about Parent’s defense, investigation, remediation and closure activities, and shall provide Newport with reasonable access to all data and reports generated in connection with such activities. Newport shall reimburse Parent within thirty (30) days of submission of an invoice for Mountain View Environmental Liabilities paid by Parent up to the amount of the reserve for the Mountain View Environmental Liabilities established on the Final Balance Sheet.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this ‎ARTICLE XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this ‎ARTICLE XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of ‎Section 12.4 and ‎Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Xxxxxxx shall be entitled to assume and control (subject to NRx having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of ‎Section 11.2 and clause (f) of ‎Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or delay (B) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or AVEO Indemnitee will be made solely by Novartis or AVEO, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [**] days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [**] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(e) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and at reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party’s cost and expense. The Party does not give written notice to the Indemnified Party shall have the right as set forth in Section 14.3(c) or fails to participate, at its own expense and with counsel of its choice, in conduct the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.and

Indemnification Procedure. If either Party is seeking (a) Promptly after the incurrence of any Losses by any Person entitled to indemnification under Sections 13.1 pursuant to Section 8.2 or 13.2 Section 8.3, including any claim by a Person described in Section 8.7 (the an “Indemnified Party”)) which might give rise to indemnification hereunder, it the Indemnified Party shall inform deliver to the other Party party from which indemnification is sought (the “Indemnifying Party”) a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or incurred Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) describe such Losses, the amount thereof, if known, or, if not known, provide a good faith estimate of the Claim giving rise amount of such Losses, and the method of computation of such Losses, all with reasonable detail and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder; provided, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the obligation extent that the Claim Certificate is not delivered to indemnify pursuant the Indemnifying Party within the relevant survival period set forth in Section 8.1 or, and only to the extent that, the Indemnifying Party is actually and materially prejudiced thereby. (b) The Indemnified Party making the claim shall not be required to admit or deny the validity of the facts or circumstances out of which such Losses arose. (c) If the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any Losses specified in any Claim Certificate, the Indemnifying Party shall, within twenty-five (25) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the forty-five (45) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Losses to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such Losses, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 10.8. (d) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within twenty-five (25) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 8.6(c), and claims for Losses the validity and amount of which have been the subject of judicial determination or shall have been settled with the consent of the Indemnified Party, as described in Section 8.7(d), are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreeddetermination of the amount of any Agreed Claim, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay pay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party shall cooperate with in a notice to the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right not less than two (2) Business Days prior to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimpayment.

Indemnification Procedure. (a) If either any third party shall notify any Indemnified Person in writing with respect to any matter (a Third Party is seeking Claim) which may reasonably give rise to a claim for indemnification under Sections 13.1 or 13.2 this Article VII, then the Indemnified Person shall promptly (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section and in any event within ten (10) Business Days after receiving written notice of the Claim Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (it being understood if known and agreed, however, quantifiable) and the basis of the claim; provided that the failure or delay by an Indemnified to so notify any Indemnifying Party to give such notice of a Claim shall not affect limit the indemnification provided hereunder obligations of the Indemnifying Parties under this Agreement, except to the extent that such failure to give notice has materially prejudiced a material defense or claim that would have otherwise been available to the Indemnifying Party. (b) The Indemnifying Party will have the right to assume control of the defense against a Third Party Claim for Actions of the type described in Section 7.1(iii) with counsel of its choice (reasonably satisfactory to the Indemnified Person) so long as the Indemnifying Party notifies the Indemnified Person promptly in writing (and in any event within 10 days after the Indemnified Person has provided notice to the Indemnifying Party in accordance with Section 7.2(a)) that (i) the Indemnifying Party is electing to assume control of the defense, (ii) such matter is subject to indemnification hereunder and (iii) the Indemnifying Party will satisfy its indemnification obligations to the extent required under this Article VII. (c) Notwithstanding Section 7.2(b), the Indemnifying Party shall not have been actually and materially prejudiced as a result the right to participate in or assume the control of such failure the defense against any Third Party Claim for Actions of the type described in Section 7.1(iii) if: (i) the Third Party Claim relates to or delay to give notice). The arises in connection with any criminal matter; (ii) the Third Party Claim seeks an injunction or other equitable relief against any Indemnified Person other than precluding the consummation of the transactions contemplated by the Term Sheet; (iii) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim; (iv) Ares has been advised by outside counsel that a reasonable likelihood exists of a conflict of interest between an Indemnified Person and an Indemnifying Party in the event the Indemnifying Party elects to control or defend the Third Party Claim or (v) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article VII. If the Indemnifying Party elects to assume such control, the Indemnified Person shall have the right to assume participate in the negotiation, settlement or defense of any such Third Party Claim for which it is obligated and to indemnify retain counsel to act on its behalf; provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party. The Person unless, Ares has been advised by outside counsel that a reasonable likelihood of a conflict of interest between an Indemnifying Party and an Indemnified Party shall cooperate with Person exists in respect of such Action (and in which case, the Indemnifying Party shall pay the reasonable fees and the Indemnifying Party’s insurer expenses of one (1) additional counsel (plus any reasonably necessary local counsel) as may be retained by such Indemnified Person in order to resolve such conflict or to represent such Indemnified Person in such Action solely with regard to such conflict matters). Until such time as the Indemnifying Party may reasonably requesthas delivered a written notice of intent to defend a Third Party Claim to the Indemnified Person in accordance with Section 7.2(a), and the Indemnified Person shall, at the expense of the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in undertake the defense of any such Third Party Claim, and shall not settle or compromise such Third Party Claim that has been assumed by without the prior written consent of the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, (which consent shall not be unreasonably withheld, conditioned or delayed) unless the Indemnified Person expressly waives any right to seek or obtain indemnification hereunder or any other remedy against the Indemnifying Party with respect to such Third Party Claim. If the Parties canIndemnifying Party exercises its right to control the defense of a Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Person before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim if, (i) pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against any Indemnified Person or any of its Affiliates, (ii) such settlement does not agree expressly and unconditionally release each of the Indemnified Persons and their respective Affiliates from all Losses with respect to such claim without prejudice, or (iii) if such settlement includes any statement as to an admission of fact, culpability or failure to act by or on behalf of any Indemnified Person or any of its Affiliates. (d) In the application event that the Indemnifying Party is not entitled, or otherwise elects not, to conduct the defense of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each a Third Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 7.2(a), Section 7.2(b) or 13.2 upon resolution Section 7.2(c), (i) the Indemnified Person may defend against the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person shall reasonably consult with the Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses reasonably incurred), and (iii) the Indemnifying Party shall remain obligated to indemnify the Indemnified Person to the extent required under this Article VII. In the event the Indemnified Person is conducting the defense of the underlying Third Party Claim, the Indemnified Person shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the Indemnified Person expressly waives any right to seek or obtain indemnification hereunder or any other remedy against the Indemnifying Party with respect to such Third Party Claim. (e) Notwithstanding anything to the contrary set forth herein, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party pursuant to Section 7.1(iii) to the extent it is finally determined by a court of competent jurisdiction that any Losses relating to Actions of the type described in Section 7.1(iii) incurred by an Indemnified Party arising out of the Indemnified Party’s bad faith or willful misconduct (and if prior indemnification payments have been made and it is later finally determined by a court of competent jurisdiction that an Indemnified Party acted (or failed to act) with bad faith or willful misconduct, such portion of the prior indemnification payments arising out of the Indemnified Party's bad faith or willful misconduct shall be repaid to the Indemnifying Party).

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief or (ii) involves criminal or quasi-criminal allegations. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (x) the Indemnifying Party has specifically agreed in writing otherwise, (y) the Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a material legal conflict of interest between the Indemnifying Party and the Indemnified Party or delay (z) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or consent to any judgment without the prior written consent of the Indemnified Party unless (A) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (B) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party is seeking indemnification under Sections 13.1 Liabilities in a manner (i) that imposes any restrictions or 13.2 obligations on the indemnified party (the an “Indemnified Party”)) or, it shall inform if Licensee is the Indemnifying Party, on Licensor’s licensors under the Existing Licenses, without the other Party Party’s prior written consent, (ii) if Licensee is the “Indemnifying Party”) of the Claim giving rise , that grants any rights to the obligation Licensed Technology or Licensed Products other than those Licensee has the right to indemnify pursuant to such Section within ten grant under this Agreement without Licensor’s prior written consent, or (10iii) Business Days after receiving written notice of if Licensor is the Claim (it being understood and agreed, howeverIndemnifying Party, that the failure or delay by an Indemnified Party grants any rights that are inconsistent with those granted to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)Licensee under this Agreement without *** Confidential Treatment Requested *** Licensee’s prior written consent. The Indemnifying Party shall have be permitted to control any litigation or potential litigation involving the right defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any such Claim for which it is obligated to indemnify claim or action within […***…] after notice thereof, the Indemnified Party may assume the defense of such claim or action at the cost and risk of the Indemnifying Party, and any Third Party Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party shall cooperate with the contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party and will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestreceipt of invoices for such fees, expenses, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimcharges.

Indemnification Procedure. If either In the event of any Third Party is seeking indemnification under Sections 13.1 Claim against any Licensee Indemnitee or 13.2 Xxxxx Indemnitee (the respectively, individually, an “Indemnified PartyIndemnitee”), it the indemnified Party shall inform promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice indemnifying Party shall manage and control, at its sole expense, the investigation and defense of the Third Party Claim (it being understood and agreed, however, its settlement; provided that the failure or delay by an Indemnified Party to give such notice of a Claim so notify promptly shall not affect relieve the indemnification provided hereunder indemnifying Party of its obligations under this Section 10.5 except to the extent of the Indemnifying actual prejudice suffered by such Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)failure. The Indemnifying Indemnitee shall reasonably cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding by counsel of its choosing. The indemnifying Party shall not be liable for any settlements or voluntary dispositions of any Third Party Claim entered into by any Indemnitee without the indemnifying Party’s written authorization, such authorization not to be unreasonably withheld. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 10.5.1 or Section 10.5.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to assume the defense of be represented in any such Claim action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for which it is obligated payment of such expenses if the Indemnitees are ultimately determined to indemnify be entitled to indemnification from the Indemnified indemnifying Party. The Indemnified indemnifying Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right be free to participate, at its own expense and with counsel of its choice, in the defense settle or enter into any voluntary disposition of any Claim Third Party Claims subject to indemnification by it hereunder, except for any such settlement or voluntary disposition that has been assumed by adversely affects any Licensed Intellectual Property or imposes non-indemnified liability or admits fault or wrongdoing on the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with part of any settlement made without the Indemnifying Party’s written consentIndemnitee, which will require the consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimapplicable Indemnitee(s).

Indemnification Procedure. If either Party is seeking (a) Any Person entitled to indemnification under Sections 13.1 pursuant to Section 8.2 or 13.2 Section 8.3, including, any claim by a Person described in Section 8.7 (the an “Indemnified Party”), it which might give rise to indemnification hereunder, shall inform deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) of a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Claim giving rise Indemnified Party will incur liability for, or has otherwise suffered, as the case may be, Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) to the obligation extent known by the Indemnified Party specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item should be paid, the basis for any anticipated Losses; provided, however, that in no event shall any Indemnified Parties failure to indemnify pursuant so specify limit its rights to indemnification hereunder. (b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7), the Indemnifying Party shall, within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection. In this case, the Indemnified Party shall be permitted to submit such dispute to arbitration as set forth in Section 10.9. (c) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7) and claims for Losses the validity and amount of which have been finally determined in accordance with this Agreement hereof or shall have been settled as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreeddetermination of the amount of any Agreed Claim, however, that if the failure or delay by an Indemnified Party is (i) any Seller Indemnitee, Primary Purchaser shall pay to give the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such notice payment, or (ii) any Purchaser Indemnitee, (A) the Primary Parties shall execute and deliver to the escrow agent in terms of the Escrow Agreement a joint written instruction instructing the escrow agent to pay to the Indemnified Party an amount equal to the Agreed Claim shall not affect by wire transfer in immediately available funds to the indemnification provided hereunder except bank account or accounts designated by Primary Purchaser in such joint written instruction and (B) to the extent the Indemnifying Party shall have been actually amount of the Agreed Claims exceeds the then-remaining Indemnification Escrow Funds and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party excess may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as attributable to any Claim, pending resolution of the dispute Sellers Indemnification obligations other than pursuant to Section 16.58.2(i), then the Parties may conduct separate defenses Primary Seller on behalf of Sellers shall pay to the Indemnified Party an amount equal to such Claims, with each Party retaining excess amount by wire transfer in immediately available funds to the right to Claim indemnification from the other Party in accordance with Section 13.1 bank account or 13.2 upon resolution of the underlying Claimaccounts designated by Primary Purchaser.

Indemnification Procedure. If either 6.4.1 A claim for indemnification for any matter not involving a Third Party Claim must be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Section 6, except as otherwise provided in Section 6.1 and Section 6.2. 6.4.2 Promptly after any Company Related Party or 13.2 Holder Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any Legal Proceeding by a third person, which the Indemnified Party believes is an indemnifiable claim under this Agreement (each a “Third Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving reasonably prompt written notice of such Third Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than thirty (30) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party uses commercially reasonable efforts to pursue such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within thirty (30) days of when the Indemnified Party provides written notice of a Third Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party and (2) notify the Indemnified Party of such assumption or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select one separate counsel plus one local counsel and with counsel to assume such legal defense of its choice, such indemnified party and otherwise to participate in the defense of any Claim that has been assumed such action, with the reasonable expenses and reasonable fees of such separate counsel and such local counsel, and other reasonable expenses related to such participation to be reimbursed by the Indemnifying Party. Neither Party as incurred, provided that, under such circumstances, the Indemnifying Party and Indemnified Party shall have cooperate in good faith to formulate a defense plan which shall allocate work between such counsels so as to avoid duplication of effort and management of legal fees. If the obligation Indemnifying Party elects to indemnify control the other defense of the Third Party in connection with Claim, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement made with respect to the Third Party Claim, or take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party’s written consent, which Party (such consent shall not to be unreasonably withheld, conditioned or delayed). If Notwithstanding any other provision of this Agreement, the Parties canIndemnifying Party shall not agree as to settle any indemnified claim without the application of Section 13.1 or 13.2 as to any Claim, pending resolution consent of the dispute pursuant Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability (in a form reasonably satisfactory to Section 16.5such Indemnified Party) of, and does not include any admission of wrongdoing or malfeasance by, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnified Party.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall any liability that it may have to [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not affect material and (ii) would be competitively harmful if publicly disclosed. the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or delay (B) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense of any such Claim for which thereof, but the fees and [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is obligated to indemnify the Indemnified Partyboth (i) not material and (ii) would be competitively harmful if publicly disclosed. The Indemnified Party shall cooperate with expenses of such counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Array Indemnitee shall be made solely by Novartis or Array, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of subsections (d) and (e) below, the Indemnifying Party shall have been actually the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of subsection (d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of subsection (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in subsection (c) above or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and shall be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party is seeking (a) Any Person entitled to indemnification under Sections 13.1 pursuant to Section 8.2 or 13.2 Section 8.3, including, any claim by a Person described in Section 8.7 (the an “Indemnified Party”), it which might give rise to indemnification hereunder, shall inform deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) of a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Claim giving rise Indemnified Party will incur liability for, or has otherwise suffered, as the case may be, Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) to the obligation extent known by the Indemnified Party specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item should be paid, the basis for any anticipated Losses; provided, however, that in no event shall any Indemnified Parties failure to indemnify pursuant so specify limit its rights to indemnification hereunder. (b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7), the Indemnifying Party shall, within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection. In this case, the Indemnified Party shall be permitted to submit such dispute to arbitration as set forth in Section 10.9. (c) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7) and claims for Losses the validity and amount of which have been finally determined in accordance with this Agreement hereof or shall have been settled as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreeddetermination of the amount of any Agreed Claim, however, that if the failure or delay by an Indemnified Party is (i) any Seller Indemnitee, Xxxxxxx-Xxxxxxxx shall pay to give the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such notice payment, or (ii) any Purchaser Indemnitee, (A) the Primary Parties shall execute and deliver to the escrow agent in terms of the Escrow Agreement a joint written instruction instructing the escrow agent to pay to the Indemnified Party an amount equal to the Agreed Claim shall not affect by wire transfer in immediately available funds to the indemnification provided hereunder except bank account or accounts designated by Purchaser in such joint written instruction and (B) to the extent the Indemnifying Party shall have been actually amount of the Agreed Claims exceeds the then-remaining Indemnification Escrow Amount and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party excess may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as attributable to any Claim, pending resolution of the dispute Shareholders’ or Seller’s Indemnification obligations other than pursuant to Section 16.58.2(i), then the Parties may conduct separate defenses Primary Shareholder on behalf of Shareholders and/or Seller shall pay to the Indemnified Party an amount equal to such Claims, with each Party retaining excess amount by wire transfer in immediately available funds to the right to Claim indemnification from the other Party in accordance with Section 13.1 bank account or 13.2 upon resolution of the underlying Claimaccounts designated by Xxxxxxx-Xxxxxxxx.

Indemnification Procedure. If either 10.3.1 For the avoidance of doubt, all indemnification claims in respect of an ASLAN Indemnitee or Array Indemnitee shall be made solely by ASLAN or Array, respectively. 10.3.2 A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim giving rise to and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, the Indemnifying Party shall have been actually and materially prejudiced as a result the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of such failure or delay to give notice). The Indemnifying Party shall have the right Indemnification Claim Notice to assume the defense and handling of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and sole expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in which case the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application provisions of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.10.3.4

Indemnification Procedure. If either Party is seeking (a) Any Person entitled to indemnification under Sections 13.1 pursuant to Section 8.2 or 13.2 Section 8.3, including, any claim by a Person described in Section 8.7 (the an “Indemnified Party”), it which might give rise to indemnification hereunder, shall inform deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) of a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Claim giving rise Indemnified Party will incur liability for, or has otherwise suffered, as the case may be, Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) to the obligation extent known by the Indemnified Party specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item should be paid, the basis for any anticipated Losses; provided, however, that in no event shall any Indemnified Parties failure to indemnify pursuant so specify limit its rights to indemnification hereunder. (b) In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7), the Indemnifying Party shall, within sixty (60) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection provided, however, that in no event shall any Indemnifying Parties failure to respond or provide such detail shall limit its right to reject or defend against an indemnification claim hereunder. The Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such objections, in the understanding, however, that if the Indemnifying Party and the Indemnified Party are not able to reach a mutual agreement within a period of 45 days following receipt by the Indemnified Party of such objections, the Indemnified Party shall submit such dispute to the arbitration procedure set forth in Section within 10.9 of this Agreement. (c) Claims for Losses the validity and amount of which have been finally determined in accordance with this Agreement hereof by a final arbitration resolution that admits no further recourse under the ICC Rules (laudo definitivo), are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days after receiving written notice of the determination of the amount of any Agreed Claim by a final arbitration resolution that admits no further recourse under the ICC Rules (it being understood and agreedlaudo definitivo), however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay pay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party shall cooperate with in a notice to the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right not less than two (2) Business Days prior to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimpayment.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 9.1 or 13.2 9.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days as soon as reasonably practicable after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 9.1 or 13.2 as 9.2 to any Claim, pending resolution of the dispute pursuant to Section 16.510.6, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 9.1 or 13.2 9.2 upon resolution of the underlying Claim.

Indemnification Procedure. (a) If either Party is seeking indemnification under Sections 13.1 Section 14.1 or 13.2 Section 14.2 (the “Indemnified Party”), it shall [***] inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten (10“Indemnification Claim Notice”) Business Days [***] after receiving written notice of the Claim (it being understood and agreedClaim; provided, however, that no delay on the failure or delay by an part of the Indemnified Party to give such notice of a Claim in notifying the Indemnifying Party shall not affect relieve the indemnification provided hereunder Indemnifying Party from any obligation hereunder, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim and any Losses related thereto (to the extent that the nature and amount of such Loss is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish [***] to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of any such Losses and Claims. (b) Subject to the provisions of Sections 14.3(c) and 14.3(d), the Indemnifying Party shall have been actually the right, exercisable by notice to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the direction and materially prejudiced control of the defense and handling of any such Claim, [***], in which case the provisions of Section 14.3(d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a result waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. [***]. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such failure or delay to give notice). The Claim, the provisions of Section 14.3(d) shall govern. (c) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume [***] control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, [***], appoint as counsel in connection with conducting the defense and handling of any such Claim for which any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it is obligated to indemnify shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which [***]. The Indemnified Party shall shall, [***], cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel [***]. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and at reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (d) If the Indemnifying Party’s cost and expense. The Party does not give written notice to the Indemnified Party shall have the right as set forth in Section 14.3(b) or fails to participate, at its own expense and with counsel of its choice, in conduct the defense and handling of any Claim that has been in good faith after having assumed by such, the Indemnified Party may, [***], select counsel reasonably acceptable to the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party’s written consent, which consent Party [***] apprised of the status of such Claim and shall not be unreasonably withheld, conditioned or delayedsettle such Claim [***]. If the Parties cannot agree as to the application of Section 13.1 Indemnified Party defends or 13.2 as to any handles such Claim, pending resolution of the dispute pursuant Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request [***], and shall be entitled to Section 16.5, participate in the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and [***].

Indemnification Procedure. If either (a) The obligations of Sellers to indemnify Purchaser Indemnitees under Section 12.2 with respect to Purchaser Damages and the obligations of Purchaser to indemnify Sellers’ Indemnitees under Section 12.3 with respect to Sellers’ Damages, in any case resulting from the assertion of liability by third parties and under Article X (each, as the case may be, a “Third Party is seeking Claim”), will be subject to the following terms and conditions: (i) A party claiming indemnification under Sections 13.1 or 13.2 this Agreement (the an “Indemnified Party”), it ) shall inform with reasonable promptness and within the other Party applicable Survival Period (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of the Claim giving rise any Third Party Claims for which indemnification is sought and (ii) transmit to the obligation to indemnify pursuant Indemnifying Party a written notice (“Third Party Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such Section within ten Third Party Claim (10) Business Days after receiving written notice if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (it being understood which estimate shall not be conclusive of the final amount of such Third Party Claim) and agreed, however, that the failure or delay by basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to provide such notice shall not affect the right of an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder indemnification, except to the extent the Indemnifying Party is materially prejudiced by such failure. Within 60 calendar days after receipt of any Third Party Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article XII with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have been actually the right to defend, at its sole cost and materially prejudiced as expense (if the Indemnified Party is entitled to indemnification hereunder), such Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and diligently, in the reasonable judgment of counsel selected by the Indemnifying Party, prosecuted by the Indemnifying Party to a result final conclusion or settled at the discretion of such failure or delay to give noticethe Indemnifying Party in accordance with this Section 12.4(a)(ii). The Indemnifying Party shall have the right to assume the full control of such defense of and proceedings, including any such Claim for which it is obligated to indemnify the Indemnified Partycompromise or settlement thereof. The Indemnified Party is hereby authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall reasonably deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is materially prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim to the extent the Indemnifying Party was so prejudiced and harmed). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party’s insurer Party reasonably elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. Except as otherwise provided herein, the Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 12.4 and shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may reasonably request, and at not agree to any compromise or settlement that would require any action other than the payment of money that shall be fully paid by the Indemnifying Party without the express written consent of the Indemnified Party’s cost . (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 12.4(a)(ii), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 12.4(a)(ii) but fails to diligently and expense. The promptly prosecute or settle the Third Party Claim as herein provided, then the Indemnified Party shall have the right to participatedefend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its own expense potential liability to the Indemnified Party under this Article XII and with counsel if such dispute is resolved in favor of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither , the Indemnifying Party shall have not be required to bear the obligation costs and expenses of the Indemnified Party’s defense pursuant to indemnify the other Party in connection with any settlement made without this Section or of the Indemnifying Party’s written consentparticipation therein at the Indemnified Party’s request, which consent and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of such litigation. The Indemnifying Party may participate in, but not be unreasonably withheldcontrol, conditioned any defense or delayed. If settlement controlled by the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute Indemnified Party pursuant to this Section 16.512.4, and the Parties may conduct separate defenses of Indemnifying Party shall bear its own costs and expenses with respect to such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimparticipation.

Indemnification Procedure. If either Party is (1) Any party seeking indemnification under Sections 13.1 or 13.2 this Article 6 (the “Indemnified Party”), it shall inform ) will notify the other Party party against whom a Claim for indemnification is sought (the “Indemnifying Party”) hereunder in writing, which notice will specify, in reasonable detail, the nature and estimated amount of the Claim. (2) In the case of a Claim giving rise made by a third party with respect to which indemnification is sought, the Indemnified Party will give prompt written notice to the obligation Indemnifying Party of such Claim made upon it (and in any event will notify the Indemnifying Party within thirty (30) days of first learning of such Claim), provided that in the event of a failure to indemnify pursuant give such notice, such failure will not preclude the Indemnified Party from obtaining such indemnification but its right to such Section within ten (10) Business Days after receiving written notice of indemnification may be reduced to the Claim (it being understood and agreed, however, extent that the failure Indemnifying Party demonstrates that such delay prejudiced the defence of such Claim or delay increased the amount of such Claim. (3) The Indemnifying Party will have the right at any time, by an notice to the Indemnified Party to give such notice assume the control of a Claim shall not affect the indemnification negotiation, settlement, defence or compromise of any Claim; provided hereunder except to the extent that the Indemnifying Party shall have been actually and may not assume such control at a time that would materially prejudiced as a result prejudice the negotiations, settlement, defence or compromise of such failure Claim. If the Indemnifying Party assumes such control no compromise or delay settlement of such Claim may be made by the Indemnifying Party without the Indemnified Party’s consent, which consent will not be unreasonably withheld or delayed, unless the sole relief provided is monetary damages and, if the Indemnifying Party is the Vendor, Section 6.02 does not shift the payment obligation to give notice)such Indemnified Party. The assumption of such control by the Indemnifying Party shall will not constitute an admission by the Indemnifying Party that it is liable to indemnify the Indemnified Party hereunder. (4) Upon the assumption of control of any Claim by the Indemnifying Party, the Indemnifying Party will diligently proceed with the negotiation, settlement, defence or compromise of such Claim and, in connection therewith, the Indemnified Party will cooperate fully, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party will also have the right to assume participate in the defense negotiation, settlement, defence or compromise of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and its own expense. The Indemnified Party shall have will not pay or settle such Claim so long as the right to participate, at its own expense and with counsel of its choice, Indemnifying Party is reasonably contesting such Claim in the defense good faith. (5) The Indemnifying Party will not be liable hereunder for any settlement or compromise of any Claim that has been assumed by effected without the prior written consent of the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 The Purchaser Parties, in the case of Section 9.01 hereof, and the Seller, in the case of Section 9.02 hereof (hereinafter, the applicable party or 13.2 (parties providing indemnity, the “"Indemnifying Party" and the party or parties being indemnified, the "Indemnified Party”), it shall inform ") agree to give the other Indemnifying Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving prompt written notice of the Claim allegation by any third party of the existence of any liability, obligation, lease, agreement, contract, other commitment or state of facts referred to in clause (it being understood iii) of Sections 9.01 and agreed9.02 hereof, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)applicable. The Indemnifying Party shall be entitled, at his or its sole cost and expense, to participate in and to control the contest, defense, settlement or compromise of any claim if the Indemnifying Party shall agree in writing within 15 days after the receipt of notice of such claim that it is required, pursuant to this Article 9, to indemnify the Indemnified Party for the full amount of such claim (the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume the defense of a claim hereunder, the Indemnified Party shall be kept informed with respect to, and shall have the right to participate in, the contest, defense, settlement or compromise of any such claim. If the Indemnifying Party does not assume the defense of any a claim within a reasonable time after notice thereof or, after assumption, does not thereafter diligently pursue such defense or does not comply with the Claim for which it is obligated to indemnify Acknowledgement Procedure, the Indemnified Party. The Indemnified Party shall cooperate with be entitled to defend, settle or compromise such matter for the Indemnifying Party account and at the expense of the Indemnifying Party’s insurer as . Notwithstanding the Indemnifying Party may reasonably requestforegoing provisions of this Section 9.03, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the sole right to participatecontrol the contest, at its own expense and with counsel of its choicedefense, in the defense settlement or compromise of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall claim if such claim is not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claima claim solely for monetary damages.

Indemnification Procedure. If either The Indemnified Party shall promptly notify the Indemnifying Party in writing of any indemnification claim which is not a Third Party Claim, which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made. Subject to Section 6.1(a), the failure by the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (i) An Indemnified Party seeking indemnification under Sections 13.1 or 13.2 (in respect of a Third Party Claim shall give the “Indemnified Party”), it shall inform the other Indemnifying Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant from whom indemnification with respect to such Section claim is sought, within fifteen (15) days after the receipt of notice of such Third Party Claim (but in any event at least ten (10) Business Days after receiving days before any responsive pleading is due), (A) written notice of such Third Party Claim, and (B) copies of the Claim (it being understood documents and agreedinformation relating to any such Third Party Claim. Subject to Section 6.1(a), however, that the failure or delay by an the Indemnified Party to give such notice of a Claim so notify or provide copies to the Indemnifying Party shall not affect relieve the indemnification provided hereunder Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right, at its option and expense, to assume the defense of such Third Party Claim using counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall exercise such option by written notice to the Indemnified Party within fifteen (15) days after its receipt from the Indemnified Party of the notice and copies described in clause (i). The assumption of such defense by the Indemnifying Party shall have been actually not constitute an admission by the Indemnifying Party that such Third Party Claim is within the scope of or subject to indemnification by the Indemnifying Party. So long as the Indemnifying Party is contesting or defending the Third Party Claim with reasonable diligence and materially prejudiced in good faith: (A) the Indemnified Party may participate in (but not control) the defense of the Third Party Claim with counsel of its choice and at its expense; (B) the Indemnifying Party shall not be liable for any Losses with respect to the Third Party Claim if the Indemnified Party consents to the entry of any judgment or enters into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); and (C) the Indemnifying Party may not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall be not unreasonably withheld or delayed) unless as a result part of such failure or delay settlement the third party bringing the Third Party Claim gives to give noticethe Indemnified Party a release of all liability with respect to such Third Party Claim. (iii) In the event the Indemnifying Party does not, within fifteen (15) days after its receipt from the Indemnified Party of the notice and copies described in clause (i). The Indemnifying , exercise its option to assume the defense of the Third Party Claim as provided above, then: (A) the Indemnified Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify claim in such manner as the Indemnified Party. The Indemnified Party shall cooperate deems appropriate; provided, however, that it may not consent to the entry of any judgment or enter into any settlement with respect to the Indemnifying Third Party and Claim without the prior written consent of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If ; and (B) the Parties canassumption of such defense shall not agree as constitute either a waiver by the Indemnified Party of or an entitlement by the Indemnified Party to indemnification for any Losses from the Indemnifying Party. (c) In connection with any Third Party Claim, the Buyer and the Sellers shall cooperate with each other and provide each other with reasonable access to the application of Section 13.1 books and records and personnel in their possession or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimunder their control.

Indemnification Procedure. If either (a) All indemnification claims in respect of a Licensee Indemnitee or Novartis Indemnitee will be made solely by Licensee or Novartis, respectively. (b) A Party is seeking indemnification under Sections 13.1 pursuant to Section 10.1 or 13.2 Section 10.2 (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections 10.3(d) and Section 10.3(e), the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [**] after receipt of the Indemnification Claim Notice, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 10.3(d) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. If it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party within [**] after receipt of the Indemnification Claim Notice of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 10.3(e) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 10.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and will be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) Except as may be set forth in this Agreement, if an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including, without limitation, any governmental entity) who is not a Party is seeking to this Agreement of any claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification under Sections 13.1 or 13.2 pursuant to this Agreement (the a “Indemnified PartyThird Party Claim”), it such Indemnitee shall inform the other give such Indemnifying Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice thereof promptly after becoming aware of the Claim (it being understood and agreed, howeversuch Third Party Claim; provided, that the failure or delay by an Indemnified Party of any Indemnitee to give such notice of a Claim as required by this Section 8.4 shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations under this Article VIII, except to the extent that such Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. Within thirty (30) days of the receipt of notice from an Indemnitee in accordance with Section 8.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall, if the Indemnitee is entitled to indemnification hereunder, notify the Indemnitee of the Indemnifying Party’s election whether to assume responsibility for such Third Party Claim (provided that if the Indemnifying Party does not so notify the Indemnitee of the Indemnifying Party’s election within thirty (30) days after receipt of such notice from the Indemnitee, the Indemnifying Party shall be deemed to have been actually and materially prejudiced as a result elected not to assume responsibility for such Third Party Claim). If the Indemnifying Party assumes such responsibility, the Indemnitee shall cooperate in the defense or settlement or compromise of such failure Third Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume responsibility for a Third Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Article VIII for any legal or delay other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided, that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees, and, in such Indemnitees’ reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to give notice)employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnitee (which shall not be unreasonably withheld or delayed), (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which (A) does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Third Party Claim or (B) includes an admission of fault, culpability or a failure to act by or on behalf of an Indemnitee or (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnitee other than financial obligations for which such Indemnitee will be indemnified hereunder. No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnitee without the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) if such settlement or compromise would result in an obligation of the Indemnifying Party to indemnify such Indemnitee, or would otherwise result in Liability of, or have the right an adverse impact upon, such Indemnifying Party. If an Indemnifying Party fails to assume responsibility for a Third-Party Claim, such Indemnitee may defend or seek to compromise or settle such Third-Party Claim. (b) If an Indemnifying Party is defending or seeking to compromise any Third Party Claim, the defense Indemnitee shall make available to such Indemnifying Party any personnel and any (non-privileged) books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for such defense. (c) Any claim on account of an Indemnifiable Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of fifteen (15) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 15-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to it party under applicable law or under this Agreement. (d) In addition to any adjustments required pursuant to Section 8.3, if the amount of any Indemnifiable Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim for which it is obligated to indemnify the Indemnified Partyagainst any claimant or plaintiff asserting such Third Party Claim. The Indemnified Party Such Indemnitee shall cooperate with the such Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestin a reasonable manner, and at the cost and expense of such Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of prosecuting any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned subrogated right or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either The Indemnified Party shall promptly notify the Indemnifying Party in writing of any indemnification claim which is not a Third Party Claim, which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made. Subject to Section 6.1(a), the failure by the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (i) An Indemnified Party seeking indemnification under Sections 13.1 or 13.2 (in respect of a Third Party Claim shall give the “Indemnified Party”), it shall inform the other Indemnifying Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant from whom indemnification with respect to such Section claim is sought, within fifteen (15) days after the receipt of notice of such Third Party Claim (but in any event at least ten (10) Business Days after receiving days before any responsive pleading is due), (A) written notice of such Third Party Claim, and (B) copies of the Claim (it being understood documents and agreedinformation relating to any such Third Party Claim. Subject to Section 6.1(a), however, that the failure or delay by an the Indemnified Party to give such notice of a Claim so notify or provide copies to the Indemnifying Party shall not affect relieve the indemnification provided hereunder Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right, at its option and expense, to assume the defense of such Third Party Claim using counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall exercise such option by written notice to the Indemnified Party within fifteen (15) days after its receipt from the Indemnified Party of the notice and copies described in clause (i). The assumption of such defense by the Indemnifying Party shall have been actually not constitute an admission by the Indemnifying Party that such Third Party Claim is within the scope of or subject to indemnification by the Indemnifying Party. So long as the Indemnifying Party is contesting or defending the Third Party Claim with reasonable diligence and materially prejudiced in good faith: (A) the Indemnified Party may participate in (but not control) the defense of the Third Party Claim with counsel of its choice and at its expense; (B) the Indemnifying Party shall not be liable for any Losses with respect to the Third Party Claim if the Indemnified Party consents to the entry of any judgment or enters into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); and (C) the Indemnifying Party may not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall be not unreasonably withheld or delayed) unless as a result part of such failure or delay settlement the third party bringing the Third Party Claim gives to give noticethe Indemnified Party a release of all liability with respect to such Third Party Claim. (iii) In the event the Indemnifying Party does not, within fifteen (15) days after its receipt from the Indemnified Party of the notice and copies described in clause (i). The Indemnifying , exercise its option to assume the defense of the Third Party Claim as provided above, then: (A) the Indemnified Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify claim in such manner as the Indemnified Party. The Indemnified Party shall cooperate deems appropriate; provided, however, that it may not consent to the entry of any judgment or enter into any settlement with respect to the Indemnifying Third Party and Claim without the prior written consent of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If ; and (B) the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses assumption of such Claims, with each defense shall not constitute either a waiver by the Indemnified Party retaining of or an entitlement by the right Indemnified Party to Claim indemnification for any Losses from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnifying Party.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any Partnership Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of not be liable for any Claim that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within 10 Business Days of when the Indemnified Party provides written consentnotice of a Third-Party Claim, which consent shall not be unreasonably withheld, conditioned failed (1) to assume the defense or delayed. If the Parties cannot agree as employ counsel reasonably acceptable to the application of Section 13.1 Indemnified Party or 13.2 as (2) to any Claim, pending resolution of notify the dispute pursuant to Section 16.5, the Parties may conduct separate defenses Indemnified Party of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.assumption or

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under that it may claim in accordance with this Article VI, except as otherwise provided in Sections 13.1 6.01 and 6.02. (b) Promptly after any K-Sea Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third Party Claim but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of defend and settle, at its own expense and by its own counsel, any such Claim for which matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such Third Party Claim, it is obligated to indemnify shall promptly, and in no event later than five (5) days, notify the Indemnified Party. The Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed (y) to assume the defense or settlement of such Third Party Claim and employ counsel and (z) notify the Indemnified Party of such assumption, or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably request, and at may be deemed to conflict with the interests of the Indemnifying Party’s cost and expense. The , then the Indemnified Party shall have the right to participate, at its own expense select a separate counsel and with counsel of its choice, to assume such settlement or legal defense and otherwise to participate in the defense of any Claim that has been assumed such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying PartyParty as incurred. Neither Notwithstanding any other provision of this Agreement, the Indemnifying Party shall have the obligation to indemnify the other Party in connection with not settle any settlement made indemnified claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnified Party.

Indemnification Procedure. If either Party is seeking indemnification under Sections Section 13.1 or Section 13.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim claim giving rise to the obligation to indemnify pursuant to such Section within ten fourteen (1014) Business Days after receiving written notice of the Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the sole right to assume and control the defense of any such Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 or Section 13.2 as to any Claimclaim, pending resolution of the dispute pursuant to Section 16.5ARTICLE 15, the Parties may conduct separate defenses of such Claimsclaims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 or Section 13.2 upon resolution of the underlying Claimclaim.

Indemnification Procedure. If either All indemnification claims in respect of a Party, its Affiliates, or its or their respective directors, officers, employees and agents shall be made solely by such Party is seeking indemnification to this Agreement. The Party claiming indemnity under Sections 13.1 Section 10.1(a) or 13.2 Section 10.1(b) (the “Indemnified Party”), it ) shall inform give the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving prompt written notice (an “Claim Notice”) of the Claim (it being understood and agreedany Claims, however, that the failure Losses or delay by an discovery of fact upon which such Indemnified Party intends to give base a request for indemnification under Article 10, provided that any delay in providing such notice of a Claim shall not affect constitute a waiver or release of, or otherwise limit, the indemnification provided hereunder Indemnified Party’s rights to indemnification, except to the extent that such delay materially prejudices the Indemnifying Party shall have been actually Party’s ability to defend against the relevant Claims. Each Claim Notice must contain a description of the Claim and materially prejudiced as a result the nature and amount of such failure or delay Loss (to give noticethe extent that the nature and amount of such Loss is known at such time). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Losses and Claims. The Indemnifying Party may assume and control, with the sole power to direct, the defense of the Claim at its own cost and expense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnifying Indemnified Party’s insurer as . If the Indemnifying Party does not timely assume control of the defense following receipt of notice of the Claim as described in this Section 10.2, the Indemnified Party may reasonably requestcontrol such defense, and at the Indemnifying Party’s cost and expense. The Party not controlling such defense may participate therein at its own cost and expense. Neither the Indemnifying Party nor the Indemnified Party shall have admit fault on behalf of the right to participate, at its own expense and with counsel other Party without the written consent of its choice, in the defense of such other Party. The Indemnified Party shall not settle or compromise any Claim that has been assumed by without the prior written consent of the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. If the Parties canThe Indemnifying Party shall not agree as to the application of Section 13.1 settle or 13.2 as compromise any Claim or consent to any Claim, pending resolution judgment in respect thereof that does not include a complete and unconditional release of the dispute pursuant to Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party for which the Indemnified Party is not indemnified under this Agreement, without the prior written consent of the Indemnified Party. The Party controlling the defense of a Claim under this Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from 10.2 shall keep the other Party in accordance with Section 13.1 or 13.2 upon resolution advised of the underlying Claimstatus of such Claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. Each Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under its control, which information shall be subject to Article 8, and cause its employees to be available in a deposition, hearing or trial.

Indemnification Procedure. If either Party is seeking indemnification under Sections 13.1 12.1 or 13.2 12.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days *** after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Parties cannot agree as to the application of Section 13.1 12.1 or 13.2 12.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.513.6(b), the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim claim indemnification from the other Party in accordance with Section 13.1 12.1 or 13.2 12.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either Party is (a) Any Person seeking indemnification under Sections 13.1 pursuant to Section 8.2 or 13.2 Section 8.3, including any claim by a Person described in Section 8.7 (the an “Indemnified Party”), it which might give rise to indemnification hereunder, shall inform deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) of a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Claim giving rise Indemnified Party will incur liability for, or has otherwise suffered, as the case may be, Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) to the obligation extent known by the Indemnified Party, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item should be paid and the basis for any anticipated Losses; provided, however, that in no event shall any Indemnified Party’s failure to indemnify pursuant so specify limit its rights to indemnification hereunder. (b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7), the Indemnifying Party shall, within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection. In this case, the Indemnified Party shall be permitted to submit such dispute to arbitration as set forth in Section 10.9. (c) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7) and claims for Losses the validity and amount of which have been finally determined in accordance with this Agreement or shall have been settled as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreeddetermination of the amount of any Agreed Claim, however, that if the failure or delay by an Indemnified Party is (i) any Seller Indemnitee, Purchaser shall pay to give the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such notice payment, or (ii) any Purchaser Indemnitee, (A) the Primary Parties shall execute and deliver to the escrow agent in terms of the Escrow Agreement a joint written instruction instructing the escrow agent to pay to the Indemnified Party an amount equal to the Agreed Claim shall not affect by wire transfer in immediately available funds to the indemnification provided hereunder except bank account or accounts designated by Purchaser in such joint written instruction, and (B) to the extent the Indemnifying Party shall have been actually amount of the Agreed Claims exceeds the then-remaining Indemnification Escrow Funds and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party excess may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as attributable to any Claim, pending resolution of the dispute Sellers Indemnification obligations other than pursuant to Section 16.58.2(i), then the Parties may conduct separate defenses Primary Seller on behalf of Sellers shall pay to the Indemnified Party an amount equal to such Claims, with each Party retaining excess amount by wire transfer in immediately available funds to the right to Claim indemnification from the other Party in accordance with Section 13.1 bank account or 13.2 upon resolution of the underlying Claimaccounts designated by Purchaser.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XI (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the Claim giving rise to assertion of any Third Party Claim, or the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice commencement of the Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or delay (B) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with counsel employed by the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and shall be at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither The Indemnifying Party shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. prior written consent of the Indemnifying Party’s written consent, Party (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either (a) The Party is seeking indemnification under Sections 13.1 or 13.2 this Article XIII (the “Indemnified Party”), it shall inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of (i) the Claim giving assertion of any claim, or the commencement of any proceeding in respect of which indemnity may be sought under this Article XIII (a “Third Party Claim”) or (ii) the existence of facts that it reasonably expects may give rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, howevera claim for indemnity under this Article XIII; provided, that the failure or delay by of an Indemnified Party to give such notice promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of a Claim shall not affect any liability that it may have to the indemnification provided hereunder except Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 14.4 and Section 14.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief or (ii) involves criminal or quasi-criminal allegations. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have been actually the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and materially prejudiced as a result to participate in the defense thereof, but the fees and expenses of such failure counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (x) the Indemnifying Party has specifically agreed in writing otherwise, (y) the Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party or delay (z) the Indemnifying Party has failed to give noticeassume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). The If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (A) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (B) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume and/or is not controlling the defense of a Third Party Claim for any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense of such Third Party Claim, and the Indemnifying Party shall have the right to assume employ counsel separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of any such Claim for which it is obligated to indemnify counsel employed by the Indemnified Indemnifying Party shall be at the expense of the Indemnifying Party. The Indemnified Party shall cooperate with may not enter into a settlement or consent to any judgment of any Third Party Claim without the prior written consent of the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimconditioned).

Indemnification Procedure. If either Party is seeking (a) Promptly after the incurrence of any Losses by any Person entitled to indemnification under Sections 13.1 pursuant to Section 5.10, 8.2 or 13.2 8.3 hereof (the an “Indemnified Party”), it including, any claim by a third party described in Section 8.7, which would reasonably be expected to give rise to indemnification hereunder, the Indemnified Party shall inform deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or anticipates it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail (and have annexed thereto all material supporting documentation, including any material correspondence in connection with any Third-Party Claim and paid invoices for claimed Losses) each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the Claim giving rise misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and an estimation of the obligation amount to indemnify pursuant which such Indemnified Party claims to such Section within ten (10) Business Days after receiving written be entitled hereunder. The Indemnified Party shall not be precluded from making a claim for indemnification hereunder by any failure to provide timely notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice existence of a Third Party Claim shall not affect to the indemnification provided hereunder Indemnifying Party, except to the extent that the Indemnifying Party has been prejudiced as a direct result of such delay, in which case the Indemnified Party shall be so precluded to such extent. (b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall, within fifteen (15) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a written notice to such effect (an “Objection Notice”), specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the Indemnified Party of such Objection Notice, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice)so objected. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify If the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party may reasonably requestshall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to a court of competent jurisdiction as set forth in Section 9.10. (c) Claims for Losses (which, for the avoidance of doubt, shall in no event include any Losses in excess of the limitations contained in Sections 8.4(b) or 8.5(b) hereof): (i) specified in any Claim Certificate to which an Indemnifying Party shall not object pursuant to an Objection Notice within fifteen (15) days of receipt of such Claim Certificate, (ii) covered by a memorandum of agreement of the nature described in Section 8.6(b), (iii) the validity and at amount of which have been the subject of judicial determination as provided by Section 9.10 or (iv) which have been settled with the consent of the Indemnifying Party’s cost , as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”; provided, however, that (i) the amount of any Agreed Claim shall include only the portion of such Agreed Claim that (together with the amount of all prior Agreed Claims) is in excess of the Deductible and expense. The Indemnified Party the other applicable limitations contained in Section 8.4(a), (ii) if the aggregate amount of all Agreed Claims determined prior to such time shall have equaled or exceeded the right to participateDeductible and the other applicable limitations contained in Section 8.4(a), at its own expense then the amount of any Agreed Claim shall mean the entire amount of such Agreed Claim and with counsel of its choice, (iii) except in the defense instances where the limitations set forth in Section 8.4(b) do not apply, the amount of such Agreed Claim (together with the amount of all prior Agreed Claims) shall not exceed the amount on deposit from time to time in the Indemnity Escrow Account. Within ten (10) days after the determination of the amount of any Claim that has been assumed by Agreed Claims with respect to which any Parent Indemnitee is the Indemnifying Indemnified Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to disburse the amount of such Claims, with each Party retaining Agreed Claim from funds on deposit in the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying ClaimIndemnity Escrow Account.

Indemnification Procedure. If either Party is seeking 9.3.1. Any party entitled to indemnification under Sections 13.1 Section ‎9.1 or 13.2 Section ‎9.2 (the an “Indemnified Party”), it ) shall inform promptly provide written notice to the other Party party obliged to provide indemnification (the “Indemnifying Party”) of the Claim giving any facts or circumstances that, in its reasonable opinion, give rise to an indemnifiable Loss, provided that the obligation failure to indemnify pursuant notify such Indemnifying Party shall not relieve such Indemnifying Party from any Loss that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. Each notification shall state, with respect to such particular claim: (i) the obligations, covenants or undertakings set forth in this Agreement which have been breached; (ii) a description of the claim; (iii) the nature and to the extent reasonably practicable, the amount of the Loss; and (iv) to the extent already available to an Indemnified Party, any supporting documentation to its claim. The Indemnifying Party shall have ten (10) Business Days from the date of receipt of notification of such claim to respond to the Indemnified Party, indicating whether it accepts or rejects, totally or partially, such indemnification claim. If the Indemnifying Party does not provide a response within such ten (10) Business Days, it shall be understood that the Indemnifying Party accepts such claim. If the Indemnifying Party accepts such claim, it shall become final and binding and the Indemnifying Party shall pay to the Indemnified Party the amount determined in the relevant notification of claim within five (5) Business Days, by means of a wire transfer of immediately available funds without any withholding, deductions or commissions. If the Indemnifying Party rejects such claim, the parties shall resolve the dispute in the Courts set forth in Section ‎11.8. 9.3.2. If Parent, the Company, any Parent Indemnified Parties, any Company Indemnified Parties or any of their respective Affiliates receives notice of any pending or threatened claims, actions, proceedings or investigations asserted by a third party (a “Third Party Claim”) which may give rise to indemnification as an Indemnified Party under this Agreement, the following rules shall apply: (i) Such Indemnified Party shall submit a notice of claim to the Indemnifying Party within ten (10) Business Days after from the receipt of the Third Party Claim (and in any event, to the extent possible, before the expiration of the first one-third (1/3) of the term resulting from the applicable Laws to respond, appeal or oppose such Third Party Claim). Such notice of claim shall include (a) a copy of the Third Party Claim; (b) if available, the value or an estimation of the Third Party Claim (as identified therein); (c) any deadline to reply to the Third Party Claim. Upon the Indemnifying Party´s written request the Indemnified Party shall furnish any other documentation which may be deemed reasonably necessary in order to enable the Indemnifying Party’s defense against such Third Party Claim and that may be available to the Indemnified Party. If the Indemnified Party is Parent, Parent shall also indicate whether it desires to assume the defense of such Third Party Claim (subject to paragraph (ii) below); (ii) Parent may, but shall not be obligated to, assume the defense of such Third Party Claim (for the avoidance of doubt, whether Parent is the Indemnified Party or the Indemnifying Party), by providing written notice to the Company within the earlier of (a) ten (10) days of receiving written notice of such Third Party Claim; or (b) before the Claim expiration of the first two-thirds (it being understood and agreed2/3) of the term resulting from the applicable Laws to respond, howeverappeal or oppose such Third Party Claim. Notwithstanding the foregoing, that if Parent does not expressly elect to assume the failure or delay by an Indemnified Party to give such notice defense of a Third Party Claim shall not affect within such deadline, the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party Company shall have the right to assume the defense of such Third Party Claim. However, in the event of any such Third Party Claim against a Company Indemnified Party for which it is obligated equitable or injunctive relief or with respect to indemnify the potential criminal liability of a Company Indemnified Party. The , Parent shall not be entitled to assume the defense of such Third Party Claim with respect to the Company Indemnified Party shall cooperate with the Indemnifying Party Party, and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party Company shall have the right to participate, at its own expense and assume such defense with counsel of its choice, in respect to the Company Indemnified Party. (iii) If Parent assumes the defense of any Third Party Claim that has been assumed under the terms of the paragraph (ii) above, it shall not, without the prior written consent of the Company, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, fault, culpability or a failure to act by a Company Indemnified Party, (b) does not include an unconditional written release by the Indemnifying Partyclaimant or plaintiff from all liability in respect of such Third Party Claim or (c) imposes equitable remedies or any obligation on any Company Indemnified Party other than solely for the payment of monetary damages for which such Company Indemnified Party will be indemnified hereunder. Neither If the Company assumes the defense of any Third Party Claim, the Company shall have the obligation to indemnify the other Party in connection with any settlement made not, without the Indemnifying Party’s prior written consent, consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as ), settle or compromise any action or consent to the application entry of Section 13.1 or 13.2 as any judgment. (iv) Without prejudice to the foregoing, any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Indemnified Party retaining shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim (regardless of which party leads the defense pursuant to paragraph (iii) above), but such Indemnified Party shall bear and shall be solely responsible for the costs and expenses in connection with such participation, unless (x) the Indemnified Party receives the written opinion of counsel that representation of such Indemnified Party and the Indemnifying Party by the same counsel presents a conflict of interest under applicable standards of professional conduct or (y) the Indemnified Party receives the written opinion of counsel that there may be legal defenses available to such Indemnified Party which are different from or in addition to the defenses available to the Indemnifying Party, and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel. 9.3.3. The parties agree that payments in respect of Losses shall be made by wire transfer of immediately available funds to one or more accounts designated for such purposes by the Indemnified Party. Consequently, in the event that any amounts are due and payable by the Indemnifying Party to one or more Indemnified Parties under the terms of this Section ‎9, the Indemnifying Party shall pay to each Indemnified Party a sum equal to the amount which, if received by such Indemnified Party, would be necessary to put such Indemnified Party into the financial position it would have had if no such Losses had been incurred or suffered by such Indemnified Party (including legal expenses). The Company shall have the right to set off any amounts for which the Company is entitled to indemnification from hereunder against any amounts payable by the Company or any member of the Company Group to Parent under Section ‎7. 9.3.4. Furthermore, if any indemnification payments pursuant to this Section ‎9 are taxable, the Indemnifying Party shall pay to the Indemnified Party such additional amounts to ensure that the amount received by each Indemnified Party, as applicable, less taxes, is equal to the full amount of indemnification that would otherwise be payable pursuant to this Section ‎9. 9.3.5. The parties hereto expressly acknowledge and agree that the right to indemnity provided in this Section ‎9 shall be in addition to and not in derogation of any other liability which any Indemnifying Party in accordance with any particular case may have or of any other right to indemnity or contribution which any Indemnified Party may have by statute or otherwise at Law. 9.3.6. The indemnity provided in this Section 13.1 ‎9 shall survive for a period of five (5) years following the termination or 13.2 upon resolution purported termination of, this Agreement. 9.3.7. Parent and the Company hereby acknowledge and agree that (i) Parent shall be responsible for any breaches of this Agreement by any member of the underlying ClaimParent Group and any Services Provider, and (ii) the Company shall be responsible for any breaches of this Agreement by any member of the Company Group, including any Sublicensees and Services Recipients. Parent and the Company hereby acknowledge and agree that (i) Parent may enforce any of the covenants in this Section ‎9 on behalf of itself and/or any of the Parent Indemnified Parties, and (ii) the Company may enforce any of the covenants in this Section ‎9 on behalf of itself and/or any member of the Company Group, including any Sublicensee or Services Recipient.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Sections 13.1 which it may claim in accordance with this Article VI, except as otherwise provided in Section 6.01 and Section 6.02. (b) Promptly after any Partnership Related Party or 13.2 Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it the Indemnified Party shall inform give the other Party indemnitor hereunder (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of such Third-Party Claim, but failure to so notify the Claim (Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of not be liable for any Claim that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within 10 Business Days of when the Indemnified Party provides written consentnotice of a Third-Party Claim, which consent shall not be unreasonably withheld, conditioned failed (1) to assume the defense or delayed. If the Parties cannot agree as employ counsel reasonably acceptable to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Indemnified Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.or

Indemnification Procedure. If either 8.3.1 Any Novo Indemnified Party is or Dicerna Indemnified Party seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it ) shall inform notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Claim giving rise Indemnified Party intends to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreedbase a claim for indemnification hereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 8.3.2 Subject to the provisions of Section 17.3.3, the Indemnifying Party shall have been actually and materially prejudiced as a result the right, upon providing notice to the Indemnified Party of such failure or delay its intent to give notice). The Indemnifying do so within [* * *] after receipt of the notice from the Indemnified Party shall have the right of any Claim, to assume the defense and handling of any such Claim, at the Indemnifying Party’s sole expense. If the Indemnifying Party does not assume control of such defense, or does not comply with its obligations under Section 17.3.3, the Indemnified Party shall be entitled to control the defense and handling of the Claim for which it is obligated at the Indemnifying Party’s sole expense. 8.3.3 If the Indemnifying Party elects to indemnify assume the defense and handling of the Claim: (a) the Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnified Party. The , and shall keep the Indemnified Party timely apprised of the status of such Claim; (b) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party; and (c) the Indemnified Party shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as , shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense, and shall not agree to any settlement of the Claim without the prior written consent of the Indemnifying Party may reasonably request, and at if there is any liability or any financial or other obligation on the part of the Indemnifying Party or if it would adversely affect the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Ideaya Indemnitee or Novartis Indemnitee will be made solely by Ideaya or Novartis, respectively. (b) A Party is seeking indemnification under Sections 13.1 or 13.2 hereunder (the “Indemnified Party”), it shall inform ) will notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice will contain a description of the Claim giving rise to claim and the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) below will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it being understood constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and agreedagainst the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(e) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent shall will not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as Indemnified Party defends or handles such Claim, the Indemnifying Party will cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the application of Section 13.1 or 13.2 as Indemnified Party, and will be entitled to any Claim, pending resolution of participate in the dispute pursuant to Section 16.5, the Parties may conduct separate defenses defense and handling of such Claims, Claim with each Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimits own counsel and at its own expense.

Indemnification Procedure. If either All claims for indemnification by any Indemnified Party under Article IX shall be asserted and resolved as follows: (a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Article IX is seeking indemnification under Sections 13.1 asserted against or 13.2 sought to be collected from such Indemnified Party by a Person other than the Sellers, the Company, Buyer or any Affiliate of the Company or Buyer (the a “Indemnified PartyThird Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the thirty (30) days following receipt by the Indemnifying Party of a Claim Notice whether the Indemnifying Party disputes its liability to the Indemnified Party under Article IX and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the thirty (30) days (or such shorter period of time as may be necessitated by the nature of the Third Party Claim and specified in the Claim Notice) following receipt by the Indemnifying Party of a Claim Notice that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.5(a) (which it may do only if it, based solely on the facts and circumstances set forth in the Claim Notice, acknowledges responsibility to provide indemnification in accordance with the provisions of this Article IX in connection with such Third Party Claim; provided that such acknowledgement shall inform not preclude the other Indemnifying Party from later asserting a defense that it is not obligated to provide indemnification in accordance with the provisions of this Article IX in the event additional facts become known after such acknowledgement), then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the “Indemnifying Party”) consent of the Claim giving rise Indemnified Party, which consent will not be unreasonably withheld, in the case of any settlement that (i) relates to Taxes or (ii) provides for any relief other than the obligation payment of monetary damages as to indemnify pursuant to which the Indemnified Party will be indemnified from the Escrow Fund). The Indemnifying Party will have full control of such Section within ten defense and proceedings, including (10except as provided in the immediately preceding sentence) Business Days after receiving written notice of the Claim (it being understood and agreedany settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party will bear its own costs and expenses with respect to such separate counsel, except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Article IX with respect to such Third Party Claim. (ii) If (x) the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days following receipt by the Indemnifying Party of a Claim Notice that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.5(a), (y) if the Indemnifying Party gives such notice but fails to defend vigorously and diligently the Third Party Claim or (z) (A) the Third Party Claim relates to or arises in connection with an action, suit, proceeding or claim that is criminal in nature or being brought by a Governmental Entity, (B) the Third Party Claim seeks an injunction restricting the conduct of the Company’s business, (C) the Third Party Claim has a reasonable likelihood of resulting in Damages that would exceed the remaining balance of the Escrow Fund or (D) the Third Party Claim involves as a claimant a material customer, client or supplier of the Company, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. (b) In the event any Indemnified Party should have a claim under Article IX against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by an any Indemnified Party to give such notice of a Claim the Indemnity Notice shall not affect the indemnification provided impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the thirty (30) days following receipt by the Indemnifying Party of an Indemnity Notice whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Article IX and the Indemnifying Party shall have been actually and materially prejudiced as a result pay the amount of such failure or delay Loss to give notice)the Indemnified Party on demand following the final determination thereof. The If the Indemnifying Party shall have the right has timely disputed its liability with respect to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with claim, the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Indemnified Party may reasonably requestwill proceed in good faith to negotiate a resolution of such dispute, and at if not resolved through negotiations within the Indemnifying Party’s cost and expense. The Indemnified Party Resolution Period, such dispute shall have the right to participate, at its own expense and with counsel be resolved by litigation in a court of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Parties cannot agree as to the application of Section 13.1 or 13.2 as to any Claim, pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Claims, with each Party retaining the right to Claim indemnification from the other Party competent jurisdiction in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claim10.10.

Indemnification Procedure. If either An Indemnified Party shall promptly notify the party from whom it is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice upon becoming aware of a Third-Party Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give noticeunder this Section 9.3 (“Indemnified Claim”). The Indemnifying Party shall have the right to promptly assume control of the defense and investigation of any such Claim for which it is obligated the Indemnified Claim, with counsel reasonably acceptable to indemnify the Indemnified Party. The , and the Indemnified Party shall reasonably cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestin connection therewith, and in each case at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall have may participate in the right to participatedefense of such Indemnified Claim, at its own expense and with counsel of its choice, own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the defense rights of any Claim that has been assumed by the Indemnifying Party. Neither Indemnified Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Indemnified Party’s prior written consent, consent (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). If the Parties cannot agree as Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the application Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section 9.3 nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim shall relieve the Indemnifying Party of its obligations under this Section 13.1 or 13.2 as 9.3, including with respect to any ClaimLosses, pending resolution of except to the dispute pursuant to Section 16.5, extent that the Parties may conduct separate defenses of such Claims, with each Indemnifying Party retaining the right to Claim indemnification from the other Party in accordance with Section 13.1 or 13.2 upon resolution of the underlying Claimcan demonstrate that it has been materially prejudiced as a result thereof.