Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) party that intends to claim ------------------------- indemnification (the "Indemnitee") under this Article 11 shall promptly notify the other party (the "Indemnitor") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 8.611.3, each a "Claim"), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall notify have the other Party (right to participate, at its own expense, with counsel of its own choosing in the “Indemnitor”) defense and/or settlement of such Claim. The indemnification obligations of the parties under this Article 11 shall not apply to amounts paid in writing promptly upon becoming aware settlement of any claim that may Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim (it being understood and agreedshall relieve the Indemnitor of its liability to the Indemnitee under this Article 11, however, only to the extent that the failure by an Indemnitee is prejudicial to give its ability to defend such action, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soArticle 11. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this Article 11, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense 's request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Nipro may claim indemnity under the control this Article 11 (on its own behalf or on behalf of the an Nipro Indemnitee), which information shall be subject to Section 7.1and other Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only TheraSense may claim indemnity under this Article 11 (on its own behalf or on behalf of a TheraSense Indemnitee), and other TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.1 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim In the event that a Claim subject to which the indemnification applies under Section 8.6(a) provisions set forth in Sections 11.1 or Section 8.6(b) shall be referred to herein 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as a “Claim”. If any person or entity (eachapplicable, an “Indemnitee”) intends to claim invoke its right to indemnification under this Section 8.6Article XI, Licensee or Bayer, as the Indemnitee case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)writing. The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim at including the sole right to settle such a Claim, in its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall have be required before the right to retain its own counselIndemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the fees Indemnitor and expenses to be paid by its legal representatives in the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense investigation of such Claim as aforesaid(at the expense of Indemnitor), the Indemnitee may defend such Claim but shall have no obligation to do soand refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not settle not, except at its own cost, voluntarily make any payment or compromise incur any Claim expense with respect to such a Claim, without the prior written consent of the Indemnitor, and which the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available required to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1give.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 10.1 or Section 8.6(b) 10.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 10, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 9.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 9.1 or Section 8.6(b) 9.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Persons (eachcollectively, an the “Indemnitee”Indemnitee “) intends to claim indemnification under this Section 8.6Article 9, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsat its own cost. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 9.3 above, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the Licensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 8.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a10.6(a) or Section 8.6(b10.6(b) shall be referred to herein as a “Claim”. .” If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.610.6, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.18.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) party that intends to claim indemnification under this Section 8.6, 14.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be a Claim such indemnification hereunder; (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 14.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise any Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to this Section 7.114.2(c).

Indemnification Procedure. A claim In a circumstance where one Party is required to which indemnification applies under Section 8.6(aindemnify the other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or Section 8.6(b) shall be referred to herein as a “Claim”. If any person of its Affiliates or entity their respective directors, officers, employees or agents (each, an the “Indemnitee”) that intends to claim indemnification under this Section 8.6, the Indemnitee Article 11 shall promptly notify the other Party (the “Indemnitor”) of any Losses in respect of which the Indemnitee intends to claim such indemnification, and if the Indemnitor confirms in writing promptly upon becoming aware of any claim that may be a Claim it will indemnify the Indemnitee for one hundred percent (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result 100%) of such failure to give notice). The Loss, then the Indemnitor shall have the right to assume and control the defense of such Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable of its choice, subject to the Indemniteeconsent of the non-Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If The Indemnitor shall not be responsible for the Indemnitor does not assume the defense fees and expenses of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation more than one counsel to do soall Indemnitees. The Indemnitee indemnity in this Article 11 shall not settle or compromise apply to amounts paid in settlement of any Third Party Claim if such settlement is effected without the prior written consent of the any Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned. The failure to deliver notice to an Indemnitor within a reasonable time after the commencement of any such Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee under this Article 11 with respect to such action, except to the extent that such failure materially prejudiced the Indemnitor’s ability to defend such action. Each Indemnitee under this Article 11, its employees and agents, shall reasonably cooperate fully with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to Section 7.1any Claim or action covered by this indemnification.

Indemnification Procedure. A claim to which (a) Any party seeking indemnification applies under Section 8.6(ahereunder (the "Indemnitee") or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party party liable for such indemnification (the “"Indemnitor”") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly upon becoming after the Indemnitee becomes aware of any claim that may be a Claim (it being understood and agreedsuch event, howeveromission or occurrence; provided, that the failure by an of any Indemnitee to give such notice as provided in this Section 12.4 shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12.4, except and only to the extent that the Indemnitor is actually prejudiced as a result of by such failure to give notice). A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to assume defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control the defense of such Claim defense. If any Indemnitee desires to participate in any such defense, it may do so at its own expense with counsel selected by the Indemnitor sole cost and reasonably acceptable to the Indemniteeexpense; provided, however, that an such Indemnitee shall have the right to retain its own employ separate counsel to represent such Indemnitee in such defense, at the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with respect to such claim or demand or (ii) the fees Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a claim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and expenses to be paid by complete release of the Indemnitee, if representation of and provided also that no such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestssettlement will, without the prior written consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which consentnotice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in each case, shall not be unreasonably withheld. The good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall reasonably cooperate in complying with the Indemnitor at any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information 's obligations hereunder. Such Indemnitee shall be subject to Section 7.1reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 13.1 or Section 8.6(b) 13.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 13, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 13.3, above, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the OncoMed Licensed Patents Rights or OncoMed Licensed Know-How, or Confidential Information or Patent or other rights licensed to OncoMed by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 12.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.1 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a11.6(a) or Section 8.6(b11.6(b) shall will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.611.6, the Indemnitee shall will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Section 7.110.

Indemnification Procedure. A claim to In connection with any Claim for which indemnification applies under Section 8.6(a) a Pfizer Indemnitee or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity Licensee Indemnitee (each, an the relevant “Indemnitee”) intends to claim seeks indemnification under this Section 8.6from Licensee or SpringWorks or Pfizer, the Indemnitee shall notify the other Party respectively, (the “Indemnitor”) in writing promptly upon becoming aware pursuant to this Agreement, Pfizer or Licensee, respectively, shall: (a) give the Indemnitor prompt written notice of any claim that may be a Claim (it being understood and agreedthe Claim; provided, however, that the failure by an Indemnitee to give provide such notice shall not relieve the Indemnitor of from its indemnification liability or obligation under this Agreement hereunder, except and only to the extent that the Indemnitor is actually prejudiced of any material prejudice as a direct result of such failure failure; (b) cooperate with the Indemnitor, at the Indemnitor’s request and expense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnitor to give notice). The Indemnitor shall have the right to assume and control the defense and settlement of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeClaim; provided, however, that an Indemnitee the Indemnitor may not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall not be unreasonably withheld or delayed, in the event that such settlement materially adversely impacts any relevant Indemnitee’s rights or obligations. Further, Pfizer or Licensee, respectively, shall have the right to retain participate (but not control) and be represented in any suit or action by advisory counsel of its selection and at its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soexpense. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise have any Claim in indemnity obligation with respect to any manner which would have claim settled by an adverse effect on the Indemnitee’s interests, Indemnitee without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available prior written consent, such consent not to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1unreasonably withheld or delayed.

Indemnification Procedure. A claim to which (a) For the avoidance of doubt, all indemnification applies under Section 8.6(a) or Section 8.6(b) claims in respect of a Novartis Indemnitee shall be referred to herein as a “Claim”. If made solely by NOVARTIS. (b) NOVARTIS shall notify GW in writing reasonably promptly after the assertion against NOVARTIS or other Novartis Indemnitee of any person Claim or entity (each, an “Indemnitee”) fact in respect of which the NOVARTIS intends to base a claim for indemnification under this Section 8.6hereunder (“Indemnification Claim Notice”), the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that but the failure by an Indemnitee or delay to give such notice so notify GW shall not relieve GW of any obligation or liability that it may have to NOVARTIS, except to the Indemnitor extent that GW demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of its indemnification obligation under this Agreement except the claim and only the nature and amount of the Claim (to the extent that the Indemnitor is actually prejudiced as a result nature and amount of such failure to give noticeClaim is known at such time). Upon the request of GW, NOVARTIS shall furnish promptly to GW 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-clauses (d) and (e) below, GW shall have the right, upon written notice given to NOVARTIS within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at GW’s sole expense, in which case the provisions of sub-clause (d) below shall govern. The Indemnitor assumption of the defense of a Claim by GW shall not be construed as acknowledgement that GW is liable to indemnify any Novartis Indemnitee in respect of the Claim, nor shall it constitute a waiver by GW of any defenses it may assert against NOVARTIS or a Novartis Indemnitee’s claim for indemnification. In the event that it is ultimately decided that GW is not obligated to indemnify or hold an NOVARTIS or a Novartis Indemnitee harmless from and against the Claim, NOVARTIS shall reimburse GW for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by GW in its defense of the Claim. If GW does not give written notice to NOVARTIS, within thirty (30) days after receipt of the Indemnification Claim Notice, of GW’s election to assume the defense and handling of such Claim, the provisions of sub-clause (e) below shall govern. (d) Upon assumption of the defense of a Claim by GW: (i) GW shall have the right to and shall assume sole control and control responsibility for dealing with the Claim; (ii) GW may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim at its own expense with any law firm or counsel reasonably selected by GW; (iii) GW shall keep NOVARTIS informed of the Indemnitor status of such Claim; and reasonably acceptable (iv) GW shall have the right to settle the IndemniteeClaim on any terms GW chooses; provided, however, that an Indemnitee it shall have not, without the right prior written consent of NOVARTIS, agree to retain its own counsela settlement of any Claim which could lead to liability or create any financial or other obligation on the part of NOVARTIS for which NOVARTIS is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of NOVARTIS. NOVARTIS shall cooperate with GW and shall be entitled to participate in, with the fees and expenses to be paid by the Indemniteebut not control, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim with its own counsel and at its own expense. In particular, NOVARTIS shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as aforesaidmay be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by GW to, and reasonable retention by NOVARTIS of, records and information that are reasonably relevant to such Claim, and making NOVARTIS, the Indemnitee may defend Novartis 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 GW does not give written notice to NOVARTIS as set forth in sub-clause (c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, NOVARTIS may, at GW’s expense, select counsel reasonably acceptable to NOVARTIS in connection with conducting the defense and handling of such Claim but and defend or handle such Claim in such manner as it may deem appropriate. In such event, NOVARTIS shall have no obligation to do so. The Indemnitee keep GW timely apprised of the status of such Claim and shall not settle or compromise any such Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the IndemniteeGW, which consent, in each case, consent shall not be unreasonably withheld. The Indemnitee If NOVARTIS defends or handles such Claim, GW shall reasonably cooperate with the Indemnitor NOVARTIS, at the Indemnitor’s NOVARTIS’ request but at no expense to NOVARTIS, and shall make available be entitled to participate in the Indemnitor all pertinent information under the control defense and handling of the Indemnitee, which information shall be subject to Section 7.1such Claim with its own counsel and at its own expense.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends Any Indemnified Party wishing to claim indemnification under this Section 8.66.10(a), the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware learning of any claim that may be a Claim (it being understood and agreedsuch claim, howeveraction, that suit, proceeding or investigation, shall as promptly as possible notify Acquirer thereof, but the failure by an Indemnitee to give such notice so notify shall not relieve the Indemnitor Acquirer of its indemnification obligation under this Agreement except and only any liability it may have to the extent that the Indemnitor is actually prejudiced as a result of such Indemnified Party if such failure to give notice)does not materially prejudice Acquirer. The Indemnitor In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time): (i) Acquirer shall have the right to assume the defense thereof and control Acquirer shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquirer elects not to assume such defense or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Acquirer and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquirer shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received; (ii) the Indemnified Parties will cooperate in the defense of any such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteematter; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee and (iii) Acquirer shall not settle or compromise be liable for any Claim settlement effected without the its prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner (which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee ); and provided, further, that Acquirer shall reasonably cooperate with not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the Indemnitor at indemnification of such Indemnified Party in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1manner contemplated hereby is not permitted or is prohibited by applicable law.

Indemnification Procedure. A claim 13.3.1 Notice of the matter which may give rise to which indemnification applies under Section 8.6(a) or Section 8.6(b) such Claim shall be referred to herein as a “Claim”. If any person or entity given in writing by the indemnitee (each, an the “Indemnitee”) intends to claim the Party against whom indemnification under this Section 8.6, the Indemnitee shall notify the other Party may be sought (the “Indemnitor”) in writing promptly upon becoming as soon as reasonably practicable after such Indemnitee becomes aware of any claim that may be a Claim (it being understood and agreedsuch Claim; provided, however, that the failure by an Indemnitee to give such notice notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of its the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification obligation under this Agreement except and only describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent that known and in reasonable detail, relevant details thereof. If the Indemnitor is actually prejudiced as a result of such failure fails to give notice)Indemnitee notice of its intention to defend any such Claim as provided in this Section 13.3.1. The Indemnitor the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and control defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. 13.3.2 In the event the Indemnitor elects to assume the defense of such a Claim, the Indemnitee of the Claim at in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its own expense books and records and otherwise fully cooperate with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteein connection with such Claim; provided, however, that an (i) the Indemnitee shall have the right fully to retain participate in such defense at its own counsel, with expense; (ii) the fees Indemnitor’s counsel and expenses independent auditors shall not disclose any Confidential Information of the Indemnitee to be paid by the Indemnitor without the Indemnitee, if representation of such Indemnitee by ’s consent; (iii) access shall only be given to the counsel retained books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor would of any such actions shall not be inappropriate due deemed a waiver by the Indemnitee of its right to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If assert a Claim with respect to the responsibility of the Indemnitor does not assume with respect to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soor Losses in question. The Indemnitee Indemnitor shall not have the right to settle or compromise any Claim against the Indemnitee (that the Indemnitor has defended pursuant to this Section 13.3.2) without the consent of the Indemnitee which shall not be unreasonably withheld or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee withheld or delayed. 13.3.3 This Section 13 shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control survive termination or expiration of the Indemnitee, which information shall be subject to Section 7.1this Agreement.

Indemnification Procedure. A If a claim to occurs for which a party has an indemnification applies obligation under Section 8.6(a) 10.3 or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity 10.4, the indemnified party (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall will: (a) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim the claim; (it being understood and agreed, however, that b) use commercially reasonable efforts to mitigate the failure by an Indemnitee to give such notice shall not relieve effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of its indemnification obligation under this Agreement except the claim; and only to the extent that (d) permit the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense and settlement of such Claim at its own expense the claim, with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee, all at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by neither the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, nor the Indemnitee may defend such Claim but shall have no obligation will consent to do so. The Indemnitee shall not settle the entry of any judgment or compromise enter into any Claim settlement with respect to the claim without the prior written consent of the Indemnitorother party, and which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor shall not settle or compromise any Claim in any manner and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have an adverse effect on the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s interestswritten denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be liable for any settlement or other disposition of a claim by the Indemnitee which is reached without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a9.5(a) or Section 8.6(b9.5(b) shall will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.69.5, the Indemnitee shall will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, provided however that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Section 7.18.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder relating to which a Loss (a "Claim"), the party entitled to indemnification applies under Section 8.6(a) or Section 8.6(b(the "Indemnitee") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “Indemnitee”the "Indemnitor") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, and Indemnitor refuses to pursue or incorporate such legal positions and defenses into its legal positions and defenses after the written request of Indemnitee, the Indemnitor shall bear the sole cost, risk and expense of the Indemnitee's separate participation, including reasonable fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable elect to settle any claim for monetary damages without the Indemnitee; provided, however, that an Indemnitee shall have 's consent only if the right to retain its own counsel, with the fees and expenses to be paid by settlement includes a complete release of the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall reasonably promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to prosecute such defense, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitor Indemnitee and its counsel, at the Indemnitor’s expense 's sole cost, risk and expense, in all reasonable respects, and shall make available deliver to the Indemnitor Indemnitee or its counsel copies of all pertinent pleadings and other information under within the control Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the Indemniteesubject of any such Claim and that will not prejudice the Indemnitor's position, which claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Claims pursuant to this Agreement shall be subject in addition to Section 7.1any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee Article 13 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be such indemnification (for purposes of this Section 13.3, each a Claim (it being understood “Claim”), and agreed, however, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim; provided that, if the Indemnitor is also involved in defending against such Claim in its own name and if defense of the Indemnitor and Indemnitee by the same counsel would place such counsel in a position of conflict of interest, the Indemnitor shall pay the reasonable cost of the Indemnitee’s separate counsel. The indemnification obligations of the Parties under this Article 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall, not be withheld or delayed unreasonably. The failure by an to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall to the extent it is prejudicial relieve such Indemnitor of any liability to the Indemnitee under this Article 13, but the omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soArticle 13. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this Article 13, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject and its legal representatives with respect to Section 7.1such Claims covered by this indemnification.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as (a “Third-Party Claim”. If any person ) which gives or entity could give rise to a right of indemnification under this Agreement, the party requesting indemnification (each, an “Indemnitee”) intends shall provide notification to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware describing the amount and nature of any claim that may be a Claim (it being understood and agreedthe Third-Party Claim; provider, however, that the any failure by an Indemnitee to give or delay in giving such notice shall not only relieve the Indemnitor lndemnitor of its indemnification obligation under this Agreement except to defend, indemnify, and only hold the Indemnitee harmless to the extent that it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The lndemnitor shall have sole control of the defense and of all negotiations for settlement of any Third-Party Claim and the lndemnitee shall cooperate with the Indemnitor in the defense or settlement of any such Claim at the Indemnitor’s expense. Notwithstanding the foregoing, the lndemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim or unless the Indemnitee consents to such settlement in writing. Where the Indemnitor does not request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have involved, the right to assume and control Indemnitee may participate in the defense of such the Claim at its own expense with expense. If Indemnitee does not assume defense of the Third-Party Claim, the lndemnitee will defend or settle the Third Party Claim, utilizing counsel selected of the Indemnitee’s choice, and Inseminator shall reimburse the Indemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, in connection with the enforcement of the indemnification obligations set forth herein (including reasonable attorney’s fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the liabilities, plus the other costs and expenses to be paid incurred by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim (a "Third-Party Claim") which gives or could give rise to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim right of indemnification under this Section 8.6Agreement, the Indemnitee party requesting indemnification ("lndemnitee") shall notify provide notification to the other party ("lndemnitor") describing the amount and nature of the Third-Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeClaim; provided, however, that an Indemnitee any failure or delay in giving such notice shall only relieve the Inseminator of its obligation to defend, indemnify, and hold the lndemnitee harmless to the extent it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The Inseminator shall have sole control of the right to retain its own counsel, defense and of all negotiations for settlement of any Third-Party Claim and the Indemnities shall cooperate with the fees Inseminator in the defense or settlement of any such Claim at the Inseminator’s expense. Notwithstanding the foregoing, the Inseminator shall not settle any claim unless such settlement completely and expenses forever releases the Indemnitee from all liability with respect to be paid by such Claim or unless the Indemnitee, if representation of Indemnitee consents to such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel settlement in such proceedingswriting. If Where the Indemnitor does not assume Request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the lndemnitee may participate in the defense of such the Claim as aforesaidat its own expense. If Indemnitor does not assume defense of the Third-Party Claim, the Indemnitee may will defend such Claim but shall have no obligation to do so. The Indemnitee shall not or settle or compromise any Claim without the prior written consent of the IndemnitorThird-Party Claim, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent utilizing counsel of the Indemnitee's choice, which consentand Indemnitor shall reimburse the lndemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate connection with the Indemnitor enforcement of the indemnification obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the Indemnitor’s expense and shall make available to highest amount permitted by law on the Indemnitor all pertinent information under the control aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 11.1 or Section 8.6(b) 11.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 11, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 11.3, above, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 10.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How, or Confidential Information or patent or other rights licensed to BMS by Elixir hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which (a) Any party seeking indemnification applies under Section 8.6(ahereunder (the "Indemnitee") or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party party liable for such indemnification (the “"Indemnitor”") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly upon becoming after the Indemnitee becomes aware of any claim that may be a Claim (it being understood and agreedsuch event, howeveromission or occurrence; provided, that the failure by an of any Indemnitee to give such notice as provided in this Section 12.4 shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12.4, except and only to the extent that the Indemnitor is actually prejudiced as a result of by such failure to give notice). A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to assume defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control the defense of such Claim defense. If any Indemnitee desires to participate in any such defense, it may do so at its own expense with counsel selected by the Indemnitor sole cost and reasonably acceptable to the Indemniteeexpense; provided, however, that an such Indemnitee shall have the right to retain its own employ separate counsel to represent such Indemnitee in such defense, at the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with respect to such claim or demand or (ii) the fees Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a claim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and expenses to be paid by complete release of the Indemnitee, if representation of and provided also that no such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestssettlement will, without the prior written consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. 37 (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which consentnotice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in each case, shall not be unreasonably withheld. The good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall reasonably cooperate in complying with the Indemnitor at any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information 's obligations hereunder. Such Indemnitee shall be subject to Section 7.1reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, In the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware event of any claim that may be a Claim under this Article 6, the party claiming the right to indemnity (it being understood the "Claimant") shall promptly notify the indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and agreedexpense, howeverelect to participate in such defense, that the failure by an Indemnitee to give such notice shall not relieve but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its indemnification obligation under this Agreement except expense, assist in and only cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall Indemnitor) have the right to assume and control undertake the defense defense, compromise or settlement of such Claim at its own expense with counsel selected by claim for the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee; provided, however, that an Indemnitee shall have the right of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidclaim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 6 to the Indemnitee may defend such Claim but contrary notwithstanding, Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant's prior written consent, settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent respect of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1such claim.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) If a Lonza Indemnitee or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity Kolltan Indemnitee (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Clause 9, the Indemnitee it shall promptly notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soproceeding. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Kolltan may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Section 7.1and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which Any Person seeking indemnification applies under this Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity 10 (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreedClaim, howeverand, that subject to Section 8.3, the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume and control the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to from the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party represented by such counsel in such proceedingsproceeding; or (b) by Indemnitee in all other cases. If In no event shall the Indemnitor does be liable for any Liabilities that result from any unreasonable delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not assume obligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its defense of such Claim as aforesaid, with respect to the Indemnitee may defend such Claim but shall have no obligation to do soIndemnitee. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee its employees and agents shall reasonably cooperate with with, and at the expense of, the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to any Claim covered by this Section 7.110.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee ARTICLE 12 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be such indemnification (for purposes of this Section 12.3, each a Claim (it being understood “Claim”), and agreed, however, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 12 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure by an to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 12, but the omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soARTICLE 12. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this ARTICLE 12, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Trimeris may claim indemnity under the control this ARTICLE 12 (on its own behalf or on behalf of the a Trimeris Indemnitee), which information shall be subject to Section 7.1and other Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only CRL may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a CRL Indemnitee), and other CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 10.1 or Section 8.6(b) 10.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 10, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend such Claim the Indemnification Claim, but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement, or the scope or enforceability of any Patent within the Codexis Patent Rights or of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 9.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity CRUCELL (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.611, the Indemnitee CRUCELL shall promptly notify the other Party VAXIN (the “Indemnitor”) in writing promptly upon becoming aware of any claim, demand, action, or other proceeding for which the Indemnitee intends to claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume and control the defense of such Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeIndemnitor; provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee indemnity obligations under this Section 11 shall not settle apply to amounts paid in settlement of any claim, demand, action or compromise any Claim other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, and which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 11 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.relieve it of

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a7.5(a) or Section 8.6(b7.5(b) shall will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.67.5, the Indemnitee shall will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect require any admission by the Indemnitee or impose any obligation on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Section 7.1Article 8.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a13.7(a) or Section 8.6(b13.7(b) shall will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.613.7, the Indemnitee shall will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of such Claim at its own cost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s sole cost and expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee’s control, which information shall will be subject to Section 7.112.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 8.1 or Section 8.6(b) 8.2 shall be referred to herein as a an “Indemnification Claim”. If any person or entity persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6ARTICLE 8, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the Indemnitee’s patents or know how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1ARTICLE 7.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be such indemnification (for purposes of this Section 11.3, each a Claim (it being understood “Claim”), and agreed, however, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure by an to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11, but the omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soARTICLE 11. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this ARTICLE 11, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under the control this ARTICLE 11 (on its own behalf or on behalf of the a Juno Indemnitee), which information shall be subject to Section 7.1and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Fate Indemnitee), and other Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which 12.3.1 The Party seeking indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an this Agreement “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify must (a) provide the other Party (the “Indemnitor”) in writing promptly upon becoming aware with timely written notice of any claim that may be a Claim the Claim, (it being understood and agreed, however, that the failure by an Indemnitee to b) give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control over the defense of such Claim at and (c) not settle, release or otherwise dispose of the Claim without Indemnitor’s written consent If Indemnitee fails to give Indemnitor prompt notice of a Claim, Indemnitor will be relieved of its own expense with counsel selected obligation to indemnify Indemnitee for such Claim, but only to the extent Indemnitor is prejudiced by the delay in receiving the notice. Indemnitor must also notify Indemnitee of important developments affecting the defense of the Claim as it relates to Indemnitee and reasonably acceptable to the must conduct such defense in a manner consistent with Indemnitee; provided, however, that an ’s best interests. 12.3.2 Indemnitee shall will have the right to retain participate in the defense of the Claim and to employ counsel, at its own counselexpense, with separate from the fees counsel employed by Indemnitor. Prior to the settlement, release or disposition (“Disposition”) of a Claim as it relates to Indemnitee, Indemnitor must give written notice to Indemnitee of the terms of the proposed Disposition. Within ten (10) days after receiving the notice, Indemnitee must give written notice to Indemnitor of either its consent or objection to the proposed Disposition. If Indemnitee objects to the proposed Disposition, Indemnitor will not settle or release the Claim as it relates to Indemnitee, but will withdraw from the defense of the Claim as it relates to Indemnitee and expenses surrender the defense to Indemnitee as it relates to Indemnitee. Upon such withdrawal, Indemnitor’s obligation to Indemnitee will cease. 12.3.3 If, as the result of a Claim brought by a third party, both Parties are found to be paid liable, then each Party will contribute to the common liability a pro rata share based in its relative degree of fault as determined by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsadjudication. If the Indemnitor adjudication does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorapportion fault, and if the Indemnitor shall Parties cannot settle or compromise any Claim agree on their pro rata shares of liability, then the dispute will be resolved in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 22.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the Toray Patents Rights or Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 10.

Indemnification Procedure. A claim to which If a party is seeking indemnification applies under Section 8.6(a) 24.1 or Section 8.6(b) shall be referred to herein 24.2, as a “Claim”. If any person or entity applicable (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6), it shall inform the Indemnitee shall notify the other indemnifying Party (the “Indemnitor”) in writing promptly upon becoming aware of the claim giving rise to the obligation to indemnify pursuant to Section 24.1 or Section 24.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (an “Indemnification Claim Notice”); provided, that, any claim that may be a Claim (it being understood and agreed, however, that the delay or failure by an Indemnitee to give provide such notice shall not relieve constitute a waiver or release of, or otherwise limit, the Indemnitor of its Indemnitee’s rights to indemnification obligation under this Agreement Section 24.1 or Section 24.2, as applicable, except and only to the extent that such delay or failure materially prejudices the Indemnitor is actually prejudiced as a result of such failure Indemnitor’s ability to give notice). defend against the relevant claims. (A) The Indemnitor shall have the right right, upon written notice given to the Indemnitee within [***] after receipt of the Indemnification Claim Notice, to assume and control the defense of any such Claim at its own expense claim for which the Indemnitee is seeking indemnification pursuant to Section 24.1 or Section 24.2, as applicable. The Indemnitee shall cooperate with counsel selected by the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably acceptable to request, and at the Indemnitee; provided, however, that an Indemnitor’s cost and expense. The Indemnitee shall have the right to retain participate, at its own counselexpense and with counsel of its choice, with in the fees and expenses to be paid defense of any claim or suit that has been assumed by the Indemnitor. (B) The Indemnitor shall not settle any claim without first obtaining the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned, or delayed; provided, that, the Indemnitor shall not be required to obtain such consent if representation the settlement: (i) involves only the payment of such money and shall not result in the Indemnitee (or other Amneal Indemnitees or Metsera Indemnitees, as applicable) becoming subject to injunctive or other similar type of relief; (ii) does not require an admission by the counsel retained by the Indemnitor would be inappropriate due to actual Indemnitee (or potential differing interests between such Indemnitee other Amneal Indemnitees or Metsera Indemnitees, as applicable); and any other party represented by such counsel in such proceedings. If the Indemnitor (iii) does not assume adversely affect the defense of such Claim as aforesaid, rights or licenses granted to the Indemnitee may defend such Claim but shall have no obligation to do so(or its Affiliates) under this Agreement. The Indemnitee shall not settle or compromise any Claim such claim without first obtaining the prior written consent of the Indemnitor. (C) If the Parties cannot agree as to the application of Section 24.1 or Section 24.2, and as applicable, to any claim, pending the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent resolution of the Indemniteedispute pursuant to Article 29.9, which consentthe 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 24.1 or Section 24.2, as applicable, upon resolution of the underlying claim. In each case, shall not be unreasonably withheld. The the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 19.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) If a Lonza Indemnitee or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity Omeros Indemnitee (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Clause 9, the Indemnitee it shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense defence thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceedings. If proceeding and provided further that the Indemnitor does may not assume the defense admit to any unlawful act or infringement of such Claim as aforesaid, a Third Party’s Intellectual Property by the Indemnitee may defend such Claim but shall have no obligation or agree to do soany invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Omeros may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Section 7.1and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.1 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 10.1 or Section 8.6(b) 10.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 10, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 9.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(aAn Indemnitee (whether a CCF Indemnitee or a COMPANY Indemnitee) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) that intends to claim indemnification under this Section 8.6, Paragraph 10.6 will give notice to the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware indemnifying PARTY of any claim that may COVERED CLAIM which might be a Claim (it being understood and agreed, however, that the failure covered by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)Paragraph 10.6. The Indemnitor indemnifying PARTY shall have the right to assume and immediately take control of the defense and investigation of such Claim at its own expense with the COVERED CLAIM, including selection of counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, at the indemnifying PARTY’s sole cost and expense; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsindemnifying PARTY will not, without the prior written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such COVERED CLAIM (a) that does not release the Indemnitee from all liability with respect to such COVERED CLAIM, or (b) that may adversely affect the Indemnitee or under which consentthe Indemnitee would incur any obligation or liability, in each case, shall not be unreasonably withheldother than one as to which the indemnifying PARTY has an indemnity obligation hereunder. The Indemnitee shall reasonably agrees to cooperate with the Indemnitor and provide reasonable assistance to such defense at the Indemnitorindemnifying PARTY’s expense. The Indemnitee at all times reserves the right to select and retain counsel of its own at its own expense and shall make available to defend its interests, provided that the Indemnitor all pertinent information under the indemnifying PARTY will remain in control of the defense. The Indemnitee, which information ’s failure to perform any obligations under this Paragraph 10.6.3 shall be subject not relieve the indemnifying PARTY of its obligation under Paragraph 10.6 except to Section 7.1the extent that the indemnifying PARTY can demonstrate that it has been materially prejudiced as a result of the failure.

Indemnification Procedure. A party that makes a claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim for indemnification under this Section 8.6, the Indemnitee Article 10 shall promptly notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware of any action, claim that may be a Claim (it being understood and agreedor other matter in respect of which such party, intends to claim such indemnification; provided, however, that the failure by an Indemnitee to give provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually prejudiced as a result by such failure. The indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such failure to give notice)defense or settlement by the Indemnitor. The Notwithstanding the foregoing, the Indemnitor shall have not enter into any settlement that would adversely affect the right indemnified party’s rights hereunder, or impose any obligations on the indemnified party in addition to assume and control those set forth herein, in order for it to exercise such rights, without the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; providedindemnified party’s prior written consent, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee which shall not settle be unreasonably withheld or compromise any Claim delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee indemnified party shall reasonably fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 10. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1its own expense.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be such indemnification (for purposes of this Section 11.3, each a Claim (it being understood “Claim”), and agreed, however, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure by an to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soArticle 11. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this Article 11, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Loxo or its permitted assignee may claim indemnity under the control this Article 11 (on its own behalf or on behalf of the a Loxo Indemnitee), which information shall be subject to Section 7.1and other Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which In the event that an Indemnified Entity is seeking indemnification applies under Section 8.6(a) or 9.1, it shall inform the Indemnifying Entity in writing of the relevant Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit the Indemnifying Entity to assume direction and control of the defense of the Claim (subject to the right to control the defense of actions described in Section 8.6(b) 5.3), including the right to select defense counsel, which counsel shall be referred reasonably satisfactory to herein the Indemnified Entity, and shall cooperate as a “reasonably requested by the Indemnifying Entity (at the expense of the Indemnifying Entity) in the defense of the Claim”. If any person The failure or entity (each, an “Indemnitee”) intends delay to claim indemnification under this Section 8.6, the Indemnitee shall so notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice Indemnifying Entity shall not relieve the Indemnitor Indemnifying Entity of its indemnification any obligation under this Agreement or liability that it may have to the Indemnified Entity, except and only to the extent that the Indemnitor Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is actually prejudiced as a result adversely affected thereby. Notwithstanding the foregoing, if control of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor Indemnifying Entity would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume Parties, then the Indemnified Entity may undertake the defense of such Claim as aforesaid, with counsel of its choice at the Indemnitee may defend such Claim but Indemnified Party’s expense. The Indemnified Entity shall have no obligation the right to do so. The Indemnitee shall not settle or compromise participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Entity. Neither the Indemnifying Entity nor the Indemnified Entity shall enter into any settlement of any claim subject to indemnification without the prior mutual written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1between these two parties.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) If a Lonza Indemnitee or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity Micromet Indemnitee (each, an “the "Indemnitee”") intends to claim indemnification under this Section 8.6Clause 9, the Indemnitee it shall promptly notify the other Party (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense defence thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party reasonably represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soproceeding. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Micromet may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Section 7.1and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, In the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware event of any claim that may be a Claim under this Article 10, the party claiming the right to indemnity (it being understood the "Claimant") shall promptly notify the indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and agreedexpense, howeverelect to participate in such defense, that the failure by an Indemnitee to give such notice shall not relieve but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its indemnification obligation under this Agreement except expense, assist in and only cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall Indemnitor) have the right to assume and control undertake the defense defense, compromise or settlement of such Claim at its own expense with counsel selected by claim for the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee; provided, however, that an Indemnitee shall have the right fight of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidclaim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the Indemnitee may defend such Claim but contrary notwithstanding. Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant's prior written consent, settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant, Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent respect of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1such claim.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.1 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon no later than [***] days after becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which Any Person seeking indemnification applies under this Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity 10 (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood Claim, and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume and control the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to from the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party represented by such counsel in such proceedingsproceeding; or (b) by Indemnitee in all other cases. If In no event shall the Indemnitor does be liable for any Liabilities that result from any delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not assume obligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its defense of such Claim as aforesaid, with respect to the Indemnitee may defend such Claim but shall have no obligation to do soIndemnitee. The Indemnitee shall not settle or compromise any Claim without and the prior written consent of the Indemnitorother Party, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees and agents, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to any Claim covered by this Section 7.110.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) indemnification, on behalf of itself or Section 8.6(b) shall be referred to herein as a “Claim”. If any person of its Affiliates, or entity any of their respective directors, officers, employees or agents (each, an “Indemnitee”) intends to claim indemnification ), under this Section 8.6, the Indemnitee Article 10 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreedthe applicable claim, provided, however, that the failure by an Indemnitee to give such notice shall not relieve limit or otherwise reduce the Indemnitor of its indemnification obligation under indemnity provided for in this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)notice materially prejudices the rights of the Indemnitor. The Indemnitor shall have the right right, upon notice to assume the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and control the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee may conduct the defense of such Claim at its own expense with counsel selected by claim. Upon such notice from the Indemnitor, the Indemnitor and reasonably acceptable to shall have sole control of the Indemniteedefense and/or settlement of such claim; provided, however, provided that an the Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soclaim. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, claim without the prior written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheldwithheld or delayed. The Indemnitee indemnification obligations of the Parties under this Article 10 shall reasonably cooperate with not apply to amounts paid in settlement of any claim if such settlement is effected without the Indemnitor consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitee, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject and its legal representatives with respect to Section 7.1such claims covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 6.1 or Section 8.6(b) 6.2 shall be referred to herein as a an “Indemnification Claim”. If any person or entity (each, an “Indemnitee”) Indemnitee intends to claim indemnification under this Section 8.6Article 6, the Indemnitee or the appropriate Licensor shall notify the other Party (the “Indemnitor”) BMS in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)Indemnification Claim. The Indemnitor BMS shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; BMS, provided, however, that an Indemnitee or the appropriate Licensor shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if Indemnitee determines that representation of such Indemnitee by the counsel retained by the Indemnitor BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but BMS shall have no obligation the right to do so. The Indemnitee shall not settle or compromise any Claim without claims for which it is providing indemnification under this Article 6, provided that the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner Indemnitee (which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) shall be required in the event any such settlement or compromise would adversely affect the interests of the Indemnitee. The indemnification obligations of BMS under this Article 6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of BMS. The failure to deliver notice to BMS within a reasonable time after the commencement of any action subject to this Article 6, if materially prejudicial to BMS’s ability to defend such action, shall relieve BMS of any obligation to the Indemnitee under this Article 6 with respect to Liability relating to or arising from such action. The Indemnitee and its employees and agents, shall reasonably cooperate with BMS and its legal representatives in the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemniteeany action, which information shall be subject to Section 7.1claim or liability covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) party that intends to claim indemnification under this Section 8.6, 9.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be a Claim such indemnification hereunder; (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise any Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to this Section 7.19.2(c).

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, In the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware event of any claim that may be a Claim under this Article 10, the party claiming the right to indemnity (it being understood the "Claimant") shall promptly notify the indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and agreedexpense, howeverelect to participate in such defense, that the failure by an Indemnitee to give such notice shall not relieve but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its indemnification obligation under this Agreement except expense, assist in and only cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall Indemnitor) have the right to assume and control undertake the defense defense, compromise or settlement of such Claim at its own expense with counsel selected by claim for the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee; provided, however, that an Indemnitee shall have the right of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidclaim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the Indemnitee may defend such Claim but contrary notwithstanding, Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant's prior written consent, settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any Claim claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent respect of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1such claim.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the NPC Patents Rights or NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 10.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to which indemnification applies under Section 8.6(a) or Section 8.6(b(the "Indemnitee") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “the "Indemnitee”") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable elect to settle any claim for monetary damages without the Indemnitee; provided, however, that an Indemnitee shall have 's consent only if the right to retain its own counsel, with the fees and expenses to be paid by settlement includes a complete release of the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall reasonably promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 7.3(b), if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitor Indemnitee and its counsel, at the Indemnitor’s expense 's sole cost, risk and expense, in all reasonable respects, and shall make available deliver to the Indemnitor Indemnitee or its counsel copies of all pertinent pleadings and other information under within the control Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the Indemniteesubject of any such Claim and that will not prejudice the Indemnitor's position, which claims or defense. The Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be subject in addition to Section 7.1any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a14.6(a), Section 14.6(b) or Section 8.6(b14.6(c) shall will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.614.6, the Indemnitee shall will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of such Claim at its own cost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise any Claim without the prior written consent of the Indemnitor, and the . The Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, such claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnitee), which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of would bind or impair the Indemnitee, which information shall be subject to Section 7.1or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this Agreement is invalid, narrowed in scope or Amgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim To obtain indemnification under this Section 8.6Agreement, Indemnitee shall submit to the Chief Financial Officer of the Company (or to such other officer as may be designated by the Board) a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Such officer of the Company shall, promptly on receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. On written request by Indemnitee for indemnification pursuant to section 9(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case by the person or persons or in the manner provided in clause (ii) or (iii) of this section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Board, by the stockholders of the Company; or (iii) as provided in section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to section 9(b), the Independent Counsel shall be selected as provided in this section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall notify request that such selection be made by the other Party (Board, in which event the “Indemnitor”) preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in writing promptly upon becoming aware section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel, unless and until a court shall have determined that such objection is without merit. If, within twenty days after submission by Indemnitee of a written request for indemnification pursuant to section 9(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any claim that may be a Claim (it being understood and agreed, however, that objection which shall have been made by the failure by an Company or Indemnitee to give the other's selection of Independent Counsel and or for the appointment as Independent Counsel of a person selected by the Court or by such notice other person as the Court shall not relieve designate, and the Indemnitor of its indemnification obligation person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give noticesection 9(b). The Indemnitor Company shall have the right to assume pay any and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the all reasonable fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented Independent Counsel incurred by such counsel Independent Counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation connection with acting pursuant to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorsection 9(b), and the Indemnitor Company shall not settle or compromise any Claim in any manner which would have an adverse effect on pay all reasonable fees and Expenses incident to the Indemnitee’s interestsprocedures of this section 9(c), without the prior written consent regardless of the Indemniteemanner in which such Independent Counsel is selected or appointed. On the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), which consent, Independent Counsel shall be discharged and relieved of any further responsibility in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available such capacity (subject to the Indemnitor all pertinent information under the control applicable standards of the Indemnitee, which information shall be subject to Section 7.1professional conduct then prevailing).

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim To obtain indemnification under this Section 8.6Agreement, Indemnitee shall submit to the Chief Financial Officer of the Company (or to such other officer as may be designated by the Board) a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Such officer of the Company shall, promptly on receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) On written request by Indemnitee for indemnification pursuant to section 9(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case by the person or persons or in the manner provided in clause (ii) or (iii) of this section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Board, by the shareholders of the Company; or (iii) as provided in section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to section 9(b), the Independent Counsel shall be selected as provided in this section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall notify request that such selection be made by the other Party (Board, in which event the “Indemnitor”) preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in writing promptly upon becoming aware section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel, unless and until a court shall have determined that such objection is without merit. If, within twenty days after submission by Indemnitee of a written request for indemnification pursuant to section 9(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any claim that may be a Claim (it being understood and agreed, however, that objection which shall have been made by the failure by an Company or Indemnitee to give the other's selection of Independent Counsel and or for the appointment as Independent Counsel of a person selected by the Court or by such notice other person as the Court shall not relieve designate, and the Indemnitor of its indemnification obligation person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give noticesection 9(b). The Indemnitor Company shall have the right to assume pay any and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the all reasonable fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented Independent Counsel incurred by such counsel Independent Counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation connection with acting pursuant to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorsection 9(b), and the Indemnitor Company shall not settle or compromise any Claim in any manner which would have an adverse effect on pay all reasonable fees and Expenses incident to the Indemnitee’s interestsprocedures of this section 9(c), without the prior written consent regardless of the Indemniteemanner in which such Independent Counsel is selected or appointed. On the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), which consent, Independent Counsel shall be discharged and relieved of any further responsibility in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available such capacity (subject to the Indemnitor all pertinent information under the control applicable standards of the Indemnitee, which information shall be subject to Section 7.1professional conduct then prevailing).

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim To qualify for indemnification under this Section 8.6Agreement, the each Indemnitee shall notify the other Party (the “Indemnitor”) give RGHL notice in writing promptly upon becoming aware as soon as practicable of any claim proceeding in relation to that Indemnitee for which indemnification will or could be sought under this Agreement. (b) To obtain indemnification payments or advances under this Agreement, an Indemnitee shall submit to RGHL a written request therefore, together with such invoices or other supporting information as may be reasonably requested by RGHL and reasonably available to the relevant Indemnitee. (c) Subject to clauses 4 (b) and 4 (d), RGHL shall make such indemnification payment within 15 business days of receipt of such invoices and supporting information. (d) There shall be no presumption in favour of indemnification. If there is a Claim (it being understood dispute between RGHL and agreed, however, that the failure by an Indemnitee as to give such notice whether that Indemnitee is entitled to indemnification, then independent legal counsel shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel be selected by the Indemnitor board of directors of RGHL to make such determination. The selected independent legal counsel shall make such determination within 30 business days of being selected and reasonably acceptable the decision of such independent legal counsel shall be binding upon all RGHL and the relevant Indemnitee. (e) Subject to the Indemnitee; providedprocedures set out in clauses 4 (a), however4 (b), 4 (c) and 4 (d) of this Agreement the relevant Indemnitee is entitled to immediate relief and assistance in any way possible from RGHL for as far as direct actions against the relevant Indemnitee are taken in connection with any proceeding resulting from or relating to decisions the Indemnitee made or any actions the Indemnitee took on behalf of a Netherlands Guarantor in his or her capacity as a director of that an company in connection with any Transactions or the approval or execution of any resolutions or documents in relation to the Transactions. In case the procedures set out in clauses 4 (a), 4 (b), 4 (c) and 4 (d) of this Agreement lead to the conclusion that the relevant Indemnitee can not exercise any rights under the Agreement, the relevant Indemnitee shall have the right to retain its own counsel, with the fees reimburse any and expenses to be paid all costs made by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel RGHL in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1relation thereto.

Indemnification Procedure. A claim Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to which indemnification applies under be indemnified pursuant to Section 8.6(a) 12.1 or Section 8.6(b) shall be referred to herein 12.2, as a “Claim”the case may be. If any person or entity The party seeking indemnification (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify cooperate with the other Party party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in writing promptly upon becoming aware and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any claim that Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may be a Claim (it being understood and agreed, however, that the deem appropriate. The Indemnitee’s failure by an Indemnitee to give such notice shall perform any obligations under this Section 12.3 will not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12, except and only to the extent that the Indemnitor is actually can demonstrate that it has been materially prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1failure.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, the The Indemnitee shall notify promptly the other Party (Secretary of the “Indemnitor”) in writing promptly upon becoming aware Corporation of the commencement of any claim that may be Proceeding or the occurrence of any event which might give rise to a Claim (it being understood and agreedLiability under this Agreement, however, that but the failure by an Indemnitee to give such notice so notify the Corporation shall not relieve the Indemnitor Corporation of its indemnification any obligation which it may have to the Indemnitee under this Agreement except and only or otherwise. (b) The Corporation shall be entitled, upon notice to the extent that Indemnitee, to assume the Indemnitor is actually prejudiced as defense of any Proceeding with counsel reasonably satisfactory to the Indemnitee involved in such Proceeding or, if there be more than one Indemnitee involved in such Proceeding, to a result majority of the Indemnitees involved in such failure to give notice)Proceeding. The Indemnitor shall have foregoing notwithstanding, the right Indemnitee may elect to assume and control retain separate counsel to participate in the defense of such Claim at its own expense with counsel selected by the Indemnitor Proceeding and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to of such separate counsel shall be paid borne by Indemnitee unless: (i) the engagement of separate counsel shall have been authorized by the Indemniteeorporation, if representation of or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnitee by or to the counsel retained by the Indemnitor would be inappropriate due majority of Indemnitees if more than one is involved, to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. Proceeding. (c) The Indemnitee Corporation shall not settle or compromise any Claim without be required to obtain the prior written consent of the Indemnitor, Indemnitee to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the Indemnitor settlement grants the Indemnitee a complete and unqualified release in respect of the potential Liability. The Corporation shall not settle or compromise be liable for any Claim amount paid by an Indemnitee in settlement of any manner which would have an adverse effect on Proceeding unless the Indemnitee’s interests, without the prior written consent of the IndemniteeCorporation has consented to such settlement, which consent, in each case, consent shall not be unreasonably withheld. (d) In the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the "Act") (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (e) If a claim under Section 1 of this Agreement is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the Indemnitee shall also be entitled to be paid the expense of prosecuting such suit. Any suit by the Indemnitee under this Agreement must be brought in Maryland in the Circuit Court of Baltimore City. The Indemnitee shall reasonably cooperate be presumed to be entitled to indemnification under this Agreement upon submission of a written claim, and thereafter the Corporation shall have the burden of proof to overcome the presumption that the Indemnitee is not so entitled. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances nor any actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the Indemnitee is not so entitled except to the extent required by law. (f) Upon a payment under this Agreement to the Indemnitee with respect to any Liability, the Indemnitor at Corporation shall be subrogated to the Indemnitor’s expense extent of such payment to all of the rights of the Indemnitee to recover against any person with respect to such Liability, and the Indemnitee shall execute all documents and instruments required and shall make available take such other actions as may be necessary to secure such rights, including the Indemnitor all pertinent information under execution of such documents as may be necessary for the control of the Indemnitee, which information shall be subject Corporation to Section 7.1bring suit to enforce such rights.

Indemnification Procedure. A claim to which Each Party, if seeking indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity this Article 12 (each, an the “Indemnitee”) intends ), shall give prompt written notice of the claim to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed); provided, however, that the any failure by an Indemnitee to give or delay in providing such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement obligation, except and only to the extent that the Indemnitor it is actually prejudiced as a result of by such failure or delay. Each Party shall furnish promptly to give notice)the other Party, copies of all papers and official documents received in respect of any Losses and Claims. The Indemnitee shall cooperate as requested by the Indemnitor in the defense against any Losses and Claims. The Indemnitor shall have the right to assume and control the defense of such Claim the indemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests conflict of interest between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim the indemnification claim as aforesaiddescribed in this Section 12.3, the Indemnitee may defend such Claim the indemnification claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim the indemnification claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of any Patent Rights or Confidential Information or other rights licensed to Licensee by Licensor hereunder), without the prior written consent of the Indemnitee, which consent, in each casecase (by Indemnitor or Indemnitee), shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.Article 11. The Indemnitor shall not be liable for any settlement or other disposition of Losses and

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity party (each, an the “Indemnitee”) that intends to claim indemnification under this Section 8.6, the Indemnitee 10 shall notify the other Party party (the “Indemnitor”) promptly in writing promptly upon becoming aware of any action, claim that may be a Claim (or liability in respect of which the Indemnitee believes it being understood and agreedis entitled to claim indemnification, however, provided that the failure by an Indemnitee to give such timely notice to the Indemnitor shall not relieve release the Indemnitor of its indemnification obligation under this Agreement from any liability to the Indemnitee except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)thereby. The Indemnitor shall have the right right, by notice to the Indemnitee, to assume and control the defense of any such Claim at its own expense action or claim within a reasonable period after the Indemnitor’s receipt of notice of any action or claim with counsel selected by of the Indemnitor Indemnitor’s choice and reasonably acceptable to at the Indemnitee; provided, however, that an Indemnitee shall have sole cost of the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnitor. If the Indemnitor does not assume the defense of so assumes such Claim as aforesaiddefense, the Indemnitee may defend participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any such Claim but claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out‑of‑pocket costs of such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the Indemnitee shall have no obligation to do so. The consent to any settlement of any such action or claim which imposes on the Indemnitee shall any liability or obligation which cannot settle or compromise any Claim without the prior written consent of be assumed and performed in full by the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with have no right to withhold its consent to any settlement of any such action or claim if the settlement involves only the payment of money by the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1or its insurer.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(aparty (the "indemnitee") or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) that intends to claim indemnification under this Section 8.6, the Indemnitee shall Article 7 will notify the other Party indemnifying party (the “Indemnitor”"indemnitor") within a reasonable time in writing promptly upon becoming aware of any action, claim, or liability in respect of which the indemnitee believes it is entitled to claim that may be a Claim (it being understood and agreed, however, indemnification; provided that the failure by an Indemnitee to give such timely notice shall to the indemnitor will not relieve release the Indemnitor of its indemnification obligation under this Agreement indemnitor from any liability to the indemnitee except and only to the extent that the Indemnitor indemnitor is actually prejudiced as a result of such failure to give notice)thereby. The Indemnitor shall indemnitor will have the right right, by notice to the indemnitee, to assume and control the defense of any such Claim at its own expense action or claim within the [***] period after the indemnitor's receipt of notice of any action or claim with counsel selected by of the Indemnitor indemnitor's choice and reasonably acceptable to at the Indemnitee; provided, however, that an Indemnitee shall have sole cost of the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsindemnitor. If the Indemnitor indemnitor does not so assume the defense of such Claim as aforesaidThird Party claim, the Indemnitee indemnitee may defend assume such Claim but shall defense with counsel of its choice and [***]. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, [***]. The party not assuming the defense of any such claim will render all reasonable assistance to the party assuming such defense, and [***]. No such claim will be settled other than by the party defending the same, and then only with the consent of the other party, which will not be unreasonably withheld; provided that the indemnitee will have no obligation to do so. The Indemnitee shall consent to any settlement of any such action or claim that imposes on the indemnitee any liability or obligation that cannot settle or compromise any Claim without be assumed and performed in full by the prior written consent of the Indemnitorindemnitor, and the Indemnitor shall not settle indemnitee will have no right to withhold its consent to any settlement of any such action or compromise any Claim in any manner which would have an adverse effect on claim if the Indemnitee’s interests, without settlement involves only the prior written consent payment of money by the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1indemnitor or its insurer.

Indemnification Procedure. A claim (a) Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to which indemnification applies under Section 8.6(a) or Section 8.6(bhereunder (the "Indemnitee") shall promptly give the Party who may be referred obligated to herein as a “Claim”. If provide such indemnification (the "Indemnitor") written notice of any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, Indemnified Liability which the Indemnitee shall notify the other Party has determined has given or could give rise to a claim for indemnification hereunder (the “Indemnitor”) in writing promptly upon becoming aware a "Notice of any claim that may be a Claim (it being understood and agreedClaim"); PROVIDED, howeverHOWEVER, that the no failure by an Indemnitee to give or delay in giving any such notice Notice of Claim shall not relieve the Indemnitor of its indemnification obligation under this Agreement except obligations except, and only to the extent extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the Indemnitor is actually prejudiced as a result of such failure nature and all known particulars related to give notice)an Indemnified Liability. The Indemnitor shall have perform its indemnification obligations in respect of an Indemnified Liability described in a Notice of Claim under SECTIONS 13.2 or 13.3 hereof, as the right to assume and control the defense of such Claim at its own expense with counsel selected by case may be, within 30 days after the Indemnitor and reasonably acceptable to the Indemniteeshall have received such Notice of Claim; provided, however, such obligation shall be suspended so long as the Indemnitor is in good faith performing its obligations under SECTION 13.4(B) hereof with respect to such Indemnified Liability. (b) The Indemnitor shall (i) promptly inform the Indemnitee of all material developments with respect to a matter which is the subject of a Notice of Claim and (ii) inform the Indemnitee promptly after the Indemnitor has made a good faith determination, based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnitor, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Indemnified Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Indemnified Liability. Except as set forth in SECTION 13.4(C), the Indemnitee shall have the right right, but not the obligation, to retain participate, at its own counselcost and expense, with in the fees defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by it and expenses shall have the right, but not the obligation, to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by assert any and all cross-claims or counterclaims which it may have. So long as the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel is in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidgood faith performing its obligations under this SECTION 13.4(B), the Indemnitee may defend shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not compromise or settle any such Claim but shall have no obligation to do so. The Indemnitee shall not settle claim, demand, suit, action or compromise any Claim proceeding without the prior written consent of the Indemnitor. If the Indemnitor fails to perform its obligations under this SECTION 13.4(B), and or if the Indemnitor shall have informed the Indemnitee in writing in accordance herewith that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to take the actions which the Indemnitor would have had the right to take in connection with the performance of such obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the event or circumstance as to which the Indemnitee takes such actions, then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses reasonably and actually incurred in connection therewith. If the Indemnitor proposes to settle or compromise any Claim such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the Indemnitee a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the right to object to the settlement or compromise of any manner such third party action, demand, claim, suit or proceeding whereupon (i) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and as if it were the Indemnitor and (ii) the Indemnitor shall be released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have an adverse effect on the Indemnitee’s interests, without the prior written consent had in respect of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1such a settlement or compromise.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to which indemnification applies under Section 8.6(a) or Section 8.6(b(the "INDEMNITEE") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “Indemnitee”the "INDEMNITOR") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of such failure the Indemnitee) to give notice)defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitor Indemnitee shall have cooperate in all reasonable respects, at the right to assume Indemnitor's sole cost, risk and control the defense of such Claim at its own expense expense, with counsel selected by the Indemnitor in the investigation, trial, defense and reasonably acceptable to any appeal arising from the Indemniteematter from which the Claim arose; provided, however, that an the Indemnitee may (but shall have the right to retain its own counselnot be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the Indemnitee's participation in any such investigation, trial, defense of and any appeal arising from such Claim as aforesaid, relates to a legal position or defense that varies materially from the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle legal positions or compromise any Claim without the prior written consent of defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on bear the Indemnitee’s interests, without the prior written consent expense of the Indemnitee's separate participation, which consentincluding all fees, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense costs and shall make available to the Indemnitor all pertinent information under the control expenses of the Indemnitee, which information shall be subject to Section 7.1.one separate counsel for the

Indemnification Procedure. A claim (a) If a Party is seeking indemnification pursuant to which indemnification applies under Section 8.6(a) 10.1 or Section 8.6(b) shall be referred to herein 10.2, as a “Claim”. If any person or entity applicable (eachsuch Party, an the “Indemnitee”) intends to claim indemnification under this Section 8.6), the Indemnitee it shall notify inform the other Party (the “Indemnitor”) in writing promptly upon of the claim giving rise to the obligation to indemnify pursuant to Section 10.1 or Section 10.2, as applicable, as soon as reasonably practicable after receiving notice of or otherwise becoming aware of the claim (an “Indemnification Claim Notice”), provided that any claim that may be a Claim (it being understood and agreed, however, that the delay or failure by an Indemnitee to give provide such notice shall not relieve constitute a waiver or release of, or otherwise limit, the Indemnitor of its Indemnitee’s rights to indemnification obligation under this Agreement Section 10.1 or Section 10.2, as applicable, except and only to the extent that such delay or failure prejudices the Indemnitor is actually prejudiced as a result of such failure Indemnitor’s ability to give notice). defend against the relevant claims or results in increased Damages to the Indemnitor. (b) The Indemnitor shall have the right right, upon written notice given to the Indemnitee within thirty (30) days after receipt of the Indemnification Claim Notice (and, where the Indemnitor is Licensor, subject to receipt of Avenue’s prior written consent), to assume and control the defense of any such Claim at its own expense claim for which the Indemnitee is seeking indemnification pursuant to Section 10.1 or Section 10.2, as applicable. The Indemnitee shall cooperate with counsel selected by the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably acceptable to request, and at the Indemnitee; provided, however, that an Indemnitor’s cost and expense. The Indemnitee shall have the right to retain participate, at its own counselexpense, and with counsel of its choice, in the fees and expenses defense of any claim or suit that has been assumed by the Indemnitor. (c) The Indemnitor shall not settle any claim to be paid by which it is subject pursuant to Section 10.1 or Section 10.2, as applicable, without first obtaining the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned, or delayed, provided that the Indemnitor shall not be required to obtain such consent if representation the settlement: (i) involves only the payment of such money and shall not result in the Indemnitee (or other Licensor Indemnitees or Avenue Indemnitees, as applicable) becoming subject to injunctive, equitable, or other similar type of relief, including any restrictions on the operations of the business of the Indemnitee; (ii) does not require an admission by the Indemnitee (or other Licensor Indemnitees or Avenue Indemnitees, as applicable); (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliate) under this Agreement; and (iv) includes a general release of all Third-Party Claims against the Indemnitee by the counsel retained by applicable Third Party, if any, for which the Indemnitor would be inappropriate due is obligated to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, indemnify the Indemnitee may defend such Claim but shall have no obligation pursuant to do sothis Section 10. The Indemnitee shall not settle or compromise any Claim such claim without first obtaining the prior written consent of the Indemnitor. (d) If the Parties cannot agree as to the application of Section 10.1 or Section 10.2, and as applicable, with respect to any claim, pending the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent resolution of the Indemniteedispute pursuant to Section 12.7 (Governing Law; Dispute Resolution; Jurisdiction), which consentthe 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 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. In each case, shall not be unreasonably withheld. The the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.18.

Indemnification Procedure. (i) A claim to which indemnification applies under Section 8.6(a9.6(a) or Section 8.6(b9.6(b) shall be referred to herein as a “Claim”. .” If any person or entity Person (each, an “Indemnitee”) intends to claim indemnification under this Section 8.69.6, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, Indemnitor if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsproceedings and otherwise by the Indemnitee. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim Claim, with the fees and expenses to be paid by the Indemnitor, but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1the terms of the Confidentiality Agreement. (ii) The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner that would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.1 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement or the scope or enforceability of the Licensed Patents Rights, Licensed Products or Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 11.1 or Section 8.6(b) 11.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Person (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 11, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 11.1.3 above, the Indemnitee may defend such Claim the Indemnification Claim, but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 10.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 8.1 or Section 8.6(b) 8.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 8, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and to which the Indemnitee does not reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsobject. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 8.3, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which that would impose any obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 7.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 11.1 or Section 8.6(b) 11.2 shall be referred to herein as a an “Indemnification Claim”. .” If any person Person or entity Person (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 11, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the [***] 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. Execution Version failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaiddescribed in this Section 11.3 above, the Indemnitee may defend such Claim the Indemnification Claim, but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including any rights under this Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 10.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity Each indemnified Party (each, an the “Indemnitee”) intends agrees to claim indemnification under this Section 8.6, give the Indemnitee shall notify the other indemnifying Party (the “Indemnitor”) in writing promptly upon becoming aware prompt written notice of any claim that may be Claims or discovery of fact upon which the Indemnitee intends to base a Claim (it being understood and agreedrequest for indemnification. Notwithstanding the foregoing, however, that the failure by an Indemnitee to give such timely notice to the Indemnitor shall not relieve release the Indemnitor of its indemnification obligation under this Agreement except and only from any liability to the Indemnitee to the extent that the Indemnitor is actually not materially prejudiced as a result of such failure thereby. 12.4.1 The Indemnitee shall furnish promptly to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor copies of all papers and reasonably acceptable to official documents in the Indemnitee’s possession or control which relate to any Claims; provided, however, that an if the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual defends or potential differing interests between such Indemnitee and any other party represented by such counsel participates in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidany Claims, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and then the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on also provide such papers and documents to the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor in defending against any Claims. 12.4.2 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and control of the defense of any Claim, with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor, so long as (a) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor’s expense receipt of notice of the Claim) that the Indemnitor intends to *** Certain information on this page has been omitted and shall make available filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. indemnify the Indemnitee pursuant to this Article absent the development of facts that give the Indemnitor all pertinent information under the control right to claim indemnification from the Indemnitee, and (b) the Indemnitor diligently pursues the defense of the Claim. 12.4.3 If the Indemnitor assumes the defense of the Claim as provided in this Section 12.4, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who shall be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall have the right, upon written notice to the Indemnitee within five (5) days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable Third Party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which information the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such Claim shall cease. 12.4.4 The Indemnitor shall not be subject to Section 7.1liable for any settlement or other disposition of a Claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. (a) A Claim for indemnification for any matter not involving a third-party Claim may be asserted by written notice to the party from whom indemnification is sought promptly after the party making such claim becomes aware thereof. (b) The following procedures shall apply with respect to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”for third-party Claims. If any person party that may choose to seek indemnification pursuant to this Agreement (the "Indemnitee") receives notice of the commencement of any action or entity other proceeding in respect of which indemnification or reimbursement may be sought pursuant to this Agreement against any other party to this Agreement (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6the "Indemnitor"), the Indemnitee shall notify the other Party (the “Indemnitor”) Indemnitor in writing promptly upon becoming aware of any claim that may be a Claim such action or proceeding no later than the earlier to occur of (it being understood and agreed, however, that i) thirty (30) days following the failure by an Indemnitee to give receipt of such notice and (ii) 10 days prior to the date a response to such notice is required by Law. Except as otherwise provided below, if any such action or other proceeding shall not relieve be brought against any Indemnitee, the Indemnitor shall, upon written notice given to the Indemnitee within twenty (20) days following receipt by the Indemnitor of its indemnification obligation under this Agreement except and only such notice from an Indemnitee, be entitled to assume the extent that negotiation or defense of such action or proceeding with counsel chosen by the Indemnitor is actually prejudiced as a result of and reasonably satisfactory to such failure Indemnitee. Any Indemnitee may at its own expense retain separate counsel to give notice)participate in such defense. The Indemnitor shall not have the right to settle or compromise, or consent to the entry of any judgment in, any pending or threatened Claim that is subject to indemnification hereunder without the Indemnitee's prior written consent if such settlement includes (i) (subject to the further limitations set forth in the immediately following sentence) any injunction or other equitable remedy in respect of the Indemnitee or its business or (ii) liabilities which would not be fully indemnified pursuant to this Article VI. Notwithstanding the foregoing, the Indemnitor shall not have the right to assume and control the defense of a third-party Claim if (i) such Claim at its own expense with counsel selected would reasonably be expected to result in criminal proceedings or is based on criminal laws, (ii) such Claim seeks an injunction or other equitable remedy, (iii) such Claim would reasonably be expected to have a material adverse effect on the business or financial condition of the Indemnitee, or (iv) upon petition by the Indemnitee, an appropriate court rules that the Indemnitor and reasonably acceptable failed or is failing to vigorously prosecute or defend such Claim. Notwithstanding the Indemnitee; providedforegoing, however, that an any Indemnitee shall have the right to retain employ separate counsel at the Indemnitor's expense and to control its own counsel, with the fees and expenses to be paid by the Indemnitee, defense of any third-party Claim if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual (A) a conflict or potential differing interests conflict exists between any Indemnitor and such Indemnitee and any other party represented by the Indemnitee's counsel has advised it in writing that separate representation advisable as a result thereof, (B) the employment of such counsel shall have been authorized in such proceedings. If writing by the Indemnitor, or (C) the Indemnitor does shall not assume have employed counsel in the defense of such Claim as aforesaidafter ten (10) days' advance written notice by the Indemnitee. In no event shall the Indemnitor be required to pay fees and expenses under this Article VI for more than one firm of attorneys on behalf of the Indemnitee in any jurisdiction in any one action or proceeding or group of related actions or proceedings. A delay on the part of an Indemnitee in notifying the Indemnitor of any action or other proceeding in respect of which indemnification or reimbursement may be sought under this Article VI, under circumstances that would require such notification pursuant to this Section 6.4, will not relieve the Indemnitor from any obligation under this Article VI unless, and then solely to the extent that, the Indemnitee may defend such Claim but shall have no obligation to do soIndemnitor is prejudiced thereby. The Indemnitee shall not settle or compromise If the Indemnitor assumes the defense of any Claim without the prior written consent of the Indemnitorthird-party Claim, and the Indemnitor shall not settle be fully responsible for (i) all Damages resulting from or compromise any Claim relating to such Claim, subject to the limitations on indemnification expressly set forth in any manner which would have an adverse effect on the Indemnitee’s intereststhis Article VI, without the prior written consent of the Indemnitee, which consent, and (ii) all expenses incurred by such Indemnitor in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate connection with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control defense or settlement of the Indemnitee, which information shall be subject to Section 7.1such third-party Claim.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) that intends to claim indemnification under this Section 8.6, the Indemnitee shall 10 (an “Indemnitee”) must promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any Claim in respect of which the Indemnitee intends to claim that may be a Claim (it being understood such indemnification, and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to will assume and control the defense of thereof whether or not such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteeis rightfully brought; provided, however, that an Indemnitee shall will have the right to take sole control of the defense and retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the unless Indemnitor does not assume the defense defense, in which case the reasonable fees and expenses of such Claim as aforesaid, counsel retained by the Indemnitee may defend such Claim but shall have no obligation to do sowill be paid by the Indemnitor. The Indemnitee, and its employees and agents, will cooperate fully with the Indemnitor and its legal representatives in the investigations of any Claim. The Indemnitor may not enter into any settlement or compromise unless such settlement or compromise unconditionally releases the Indemnitee from all liability for all Claims or unless such settlement or compromise is consented to in writing by the Indemnitee, which consent shall not settle be unreasonably withheld or compromise delayed. The Indemnitor will not be liable for the indemnification of any Claim settled or compromised by the Indemnitee without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1withheld or delayed.

Indemnification Procedure. A claim (A) If at any time a Landlord Liability Claim is made or threatened against a Tenant Indemnitee, or a Tenant Liability Claim is made or threatened against a Landlord Indemnitee, then the Person entitled to which indemnification applies indemnity under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity this Article 30 (each, an the “Indemnitee”) intends shall give to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware notice of any claim that such Landlord Liability Claim or such Tenant Liability Claim, as the case may be a Claim (it being understood and agreedthe “Claim”); provided, however, that the Indemnitee’s failure by an Indemnitee to give provide such notice shall not relieve impair the Indemnitor of its indemnification obligation under Indemnitee’s rights to indemnity as provided in this Agreement Article 30 except and only to the extent that the Indemnitor is actually prejudiced as a result of materially thereby. Such notice shall state the basis for the Claim and the amount thereof (to the extent such amount is determinable at the time that such notice is given). (B) The Indemnitor shall have the right to defend against the Claim using attorneys that the Indemnitor reasonably selects (it being understood that the attorneys designated by the Indemnitor’s insurer shall be deemed approved by the Indemnitee for purposes hereof). The Indemnitor’s failure to give noticenotify the Indemnitee of the Indemnitor’s election to defend against the Claim within thirty (30) days after the Indemnitee gives such notice to the Indemnitor shall be deemed a waiver by the Indemnitor of its aforesaid right to defend against the Claim. (C) Subject to the terms of this Section 30.3(C), if the Indemnitor elects to defend against the Claim pursuant to Section 30.3(B) hereof, then the Indemnitee may participate, at the Indemnitee’s expense, in defending against the Claim. The Indemnitor shall have the right to assume and control the defense against the Claim (and, accordingly, the Indemnitee shall cause its counsel to act accordingly). If there exists a conflict between the interests of the Indemnitor and the interests of the Indemnitee, then the Indemnitor shall pay the reasonable fees and disbursements of any counsel that the Indemnitee retains in so participating in the defense against the Claim. (D) If the Claim is a Tenant Liability Claim, then Landlord shall cooperate reasonably with Tenant in connection therewith. If the Claim is a Landlord Liability Claim, then Tenant shall cooperate reasonably with Landlord in connection therewith. (E) The Indemnitor shall not consent to the entry of any judgment or award regarding the Claim, or enter into any settlement regarding the Claim, except in either case with the prior approval of the Indemnitee (any such entry of any judgment or award regarding a Claim at its own expense to which the Indemnitor consents, or any such settlement regarding a claim to which the Indemnitor agrees, being referred to herein as a “Settlement”). The Indemnitee shall not unreasonably withhold, condition or delay the Indemnitee’s approval of a proposed Settlement, provided that the Indemnitor pays, in cash, to the Person making the Claim, the entire amount of the Settlement contemporaneously with counsel selected the Indemnitee’s approval thereof (so that neither the Indemnitor nor the Indemnitee have any material obligations regarding the applicable Claim that remain executory from and after the consummation of the Settlement). If (x) the terms of the Settlement do not provide for the Indemnitor’s making payment, in cash, to the Person making the Claim, the entire amount of the Settlement contemporaneously with the Indemnitee’s approval thereof, and (y) the Indemnitee does not approve the proposed Settlement, then the Indemnitor’s aggregate liability under this Article 30 for the Claim (including, without limitation, the costs incurred by the Indemnitor for legal costs and reasonably acceptable other costs of defense) shall not exceed an amount equal to the Indemnitee; providedsum of (i) the aggregate legal costs and defense costs that the Indemnitor incurred to the date that the Indemnitor proposes such Settlement, however, (ii) the amount that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due have otherwise paid to actual or potential differing interests between such Indemnitee the Person making the applicable Claim under the terms of the proposed Settlement, and any other party represented by such counsel (iii) the aggregate legal costs and defense costs that the Indemnitor would have reasonably expected to incur in such proceedings. consummating the proposed Settlement. (F) If the Indemnitor does not assume elect to defend against the defense of such Claim as aforesaidcontemplated by this Section 30.3, then the Indemnitee may defend against, or settle, such Claim but shall have no obligation to do so. The claim, action or proceeding in any manner that the Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitordeems appropriate, and the Indemnitor shall not settle or compromise any be liable for the Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1extent provided in this Article 30.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) party that intends to claim indemnification under this Section 8.6, 12.2 (the Indemnitee shall "Indemnitee") shall: (i) promptly notify the other Party indemnifying party (the “"Indemnitor”") in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be a Claim such indemnification hereunder; (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor's request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 12.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 12.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise any Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to this Section 7.112.2(c).

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim party seeking indemnification under this Section 8.6, 11.3 (the Indemnitee shall "Indemnitee") shall: promptly notify the other Party indemnifying party (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreedin respect of which the Indemnitee claims such indemnification hereunder, provided however, that the failure by an Indemnitee to give given such notice shall not relieve the Indemnitor of if its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually materially prejudiced as a result by such failure. Further the Indeminitee shall provide the Indemnitor sole control of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such defense, or, having commenced such defense, fail to diligently proceed with such defense, the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of any such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent matter through legal counsel of the Indemnitor, its own choosing and the Indemnitor shall not settle be liable for the attorneys' fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or compromise bound by any Claim in any manner which would have an adverse effect on settlement made by the Indemnitee’s interests, other without the its prior written consent of the Indemniteeconsent, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitor shall keep the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control informed of the Indemniteeprogress of any claim, which information shall be subject to suit or action under this Section 7.111.3.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) Employer shall be referred entitled, if it so ------------------------- elects, to herein as a “Claim”take control of the defense and investigation with respect to an Action and to employ and engage attorneys of its own choice to handle and defend the same, upon written notice to Employee of such election which notice acknowledges Employer's obligation to provide indemnification hereunder. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice Employer shall not relieve settle any Action that is the Indemnitor subject of its indemnification obligation under this Agreement except and only to without the extent that the Indemnitor is actually prejudiced as a result written consent of such failure to give notice). The Indemnitor Employee, which consent shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteenot be unreasonably withheld; provided, however, that Employer may -------- ------- settle an Indemnitee shall have the right Action without Employee's consent if such Settlement (i) makes no admission or acknowledgment of liability or culpability with respect to retain its own counselEmployee, with the fees (ii) includes a complete release of Employee, and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor (iii) does not assume require Employee to make any payment or forego, relinquish or take any action or right. Employee shall cooperate in all reasonable respects with Employer and its attorneys in the investigation, trial and defense of any Action (including the filing in Employee's name of appropriate cross claims and counterclaims). Employee may, at his own cost, participate in any investigation, trial and defense of such Claim as aforesaidAction controlled by Employer. If, the Indemnitee may after receipt of a claim notice pursuant to Section 8(b), Employer does not undertake to defend any such Claim Action, Employee may, but shall have no obligation to do so. The Indemnitee to, contest such Action and Employer shall be bound by the result obtained with respect thereto by Employee (including, but not limited to, any Settlement thereof); provided, however, that Employee shall not settle or compromise any Claim such Action without the prior written consent of the IndemnitorEmployer, and the Indemnitor which Employer shall not settle or compromise any Claim unreasonably withhold. Employer may, at its own cost, participate in any manner which would investigation, trial and defense of any Action controlled by Employee. If Employee reasonably believes that there may be a conflict of interest between himself and Employer in the conduct of the defense of any Action, Employee shall have an adverse effect on the Indemnitee’s interestsright, at the expense of Employer, to select his own counsel and assume the defense of the Action; provided, however, that Employee may not -------- ------- settle such Action without the prior written consent of the Indemnitee, Employer which consent, in each case, consent shall not be unreasonably withheld; provided, further, that -------- ------- Employee may settle an Action without Employer's consent if such Settlement (i) makes no admission or acknowledgment of liability or culpability, (ii) includes a complete release of Employer and (iii) does not require Employer to make any payment or forego, relinquish or take any action or right. The Indemnitee shall reasonably cooperate with At any time after the Indemnitor at the Indemnitor’s expense and shall make available commencement of defense of any Action, Employer may request Employee to agree in writing to the Indemnitor all pertinent information under abandonment of such contest or to the control payment or compromise by Employer of such claim, whereupon such action shall be taken unless Employee determines that the contest should be continued and so notifies Employer in writing within 15 days of such request from Employer. If Employee determines that the contest should be continued, Employer shall be liable hereunder only to the extent of the Indemnitee, lesser of (i) the amount which information shall the other party(ies) to the contested claim have agreed to accept in payment or compromise as of the time Employer made its request therefor to Employee less any additional expenses incurred by Employer subsequent to such event or (ii) such amount for which Employer would otherwise be subject liable with respect to Section 7.1such Action by reason of the provisions hereof.

Indemnification Procedure. A Except as otherwise provided in Section 5.03(c) with respect to Taxes (which, for this purpose, shall include any claim with respect to any Excluded Liability which is with respect to Taxes), for the purposes of administering the indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification under provisions of this Section 8.65.04, the Indemnitee following procedures shall apply from and after the Closing Date: (i) Any Person claiming indemnification pursuant to this Agreement shall promptly notify the other Party (the “Indemnitor”) Indemnitor in writing promptly upon becoming aware of the occurrence of any claim event that such Person asserts is or may be a Claim an Indemnification Event and shall describe in reasonable detail the facts, events and circumstances relating to the subject matter of such claim and the amount (it being understood and agreedif reasonably calculable) of the Losses in connection therewith; provided, however, that the any delay or failure by an Indemnitee the 106 indemnified Person to give such notice to any Indemnitor as required by this Section 5.04 shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except and only to the extent extent, if at all, that the Indemnitor is actually materially and adversely prejudiced as a result by reason of such failure delay or failure. (ii) Except as otherwise set forth in this Section 5.04, if such Indemnification Event involves the claim of any third party, the Indemnitor shall be entitled to give notice)participate in and, to the extent it shall wish, assume control over (in which case the Indemnitor shall assume all expenses with respect to) the defense, settlement, adjustment or compromise of such claim if, in the case of assuming control, it shall provide the indemnified Persons with a written acknowledgement of its liability for indemnity against Losses relating to such Indemnification Event. The Notwithstanding the foregoing, pursuant to the terms of Section 5.04(i)(vi) hereof, the Purchaser shall have the sole right, with counsel of its choice, to elect to defend, settle or otherwise dispose of any action, claim or proceeding that constitutes a Non-Assumable Claim (any such action, claim or proceeding, a "Retained Claim") and Seller shall not be entitled to assume the defense thereof. If the Indemnitor assumes the defense, settlement, adjustment or compromise of any Indemnification Event, it shall pursue such defense, settlement, adjustment or compromise diligently and in good faith and the indemnified Person (and its counsel) shall be entitled to continue to participate at its own cost (except as provided below) in any such Action or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought. An indemnified Person shall have the right to assume employ separate counsel in any Action and control to participate in the defense thereof at the expense of the Indemnitor (A) if the retention of such Claim at counsel has been specifically authorized by the Indemnitor, (B) if the counsel is retained because the Indemnitor does not notify the indemnified Person within 20 Business Days after its own expense receipt of a claim notice that the Indemnitor has elected to undertake the defense thereof, or (C) to the extent such participation relates to a claim or defense as to which the Indemnitor may have a conflict of interest. (iii) The Indemnitor shall obtain the prior written approval of the indemnified Person(s) (which approval shall not be unreasonably withheld) before entering into any settlement, adjustment, or compromise with counsel selected respect to an Indemnification Event that provides for any relief other than (A) the payment of monetary Losses by the Indemnitor and reasonably acceptable (B) a full and unconditional release of the indemnified Person(s). (iv) (A) If the Indemnitor does not assume control over the defense of an Action or claim as provided in Section 5.04(i)(ii) within 20 Business Days of receipt of notice thereof, the indemnified Person shall have the right to the Indemniteedefend such Action or claim in such manner as it may deem appropriate; provided, however, that an Indemnitee such indemnified Person shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without obtain the prior written consent approval of the IndemnitorIndemnitor before entering into any settlement, and the Indemnitor shall not settle adjustment or compromise any Claim in any manner with respect to such Action or claim (which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with 107 withheld or delayed) other than a settlement, adjustment or compromise that provides for (1) the Indemnitor at the Indemnitor’s expense and shall make available payment of monetary Losses by indemnified Person(s) without recourse to the Indemnitor all pertinent information under the control and (2) a full and unconditional release of the Indemnitee, which information shall be subject to Section 7.1Indemnitor. The indemnified Party must pursue the defense or settlement of any such claims diligently and in good faith.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) party that intends to claim indemnification under this Section 8.6, 12.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be a Claim such indemnification hereunder; (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 12.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 12.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise any Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to this Section 7.112.2(c).

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an the “Indemnitee”) intends to claim indemnification under this Section 8.6, the Indemnitee Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be such indemnification (for purposes of this Section 11.3, each a Claim (it being understood “Claim”), and agreed, however, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure by an to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soArticle 11. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitorunder this Article 11, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interestsits employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Incyte may claim indemnity under the control this Article 10 (on its own behalf or on behalf of the an Incyte Indemnitee), which information shall be subject to Section 7.1and other Incyte Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only GHI may claim indemnity under this Article 10 (on its own behalf or on behalf of a GHI Indemnitee), and other GHI Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A (a) Whenever Buyer seeks indemnification for any losses described in Section 7.3 (provided the Escrow Agent is holding the Escrow Fund), Buyer shall provide notice of such claim to which indemnification applies under Section 8.6(athe Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agent shall disburse the Escrow Fund or a portion thereof to the Buyer in accordance with the terms of the Escrow Agreement. (b) or Section 8.6(b) The parties agree that in the event judicial proceedings are instituted in connection with a dispute regarding distribution of the Escrow Fund by the Escrow Agent, the losing party in such judicial proceeding shall be referred to herein as liable for all attorneys’ fees, costs, expert fees and other costs, fees and expenses of the winning party in connection with such judicial proceeding. (c) In the event the Escrow Agent is no longer holding any portion of the Escrow Fund and/or in all other cases other than those covered by Section 7.5(a), whenever any claim shall arise for indemnification or other claim hereunder (a “Claim”. If ), the party seeking indemnification or making any person or entity other claim under this Agreement (each, an the “Indemnitee”) intends shall promptly give written notice to claim indemnification under this Section 8.6, the Indemnitee shall notify the party which is or may be obligated to provide indemnity or other Party recovery (the “Indemnitor”) in writing promptly upon becoming aware with respect to the Claim after the receipt by the Indemnitee of any claim that may be a Claim (it being understood and agreed, however, that reliable information of the facts constituting the basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. If a result Claim is made hereunder, the Indemnitor shall make prompt payment of such failure Claim to give noticethe Indemnitee subject to the terms and limitations set forth herein, provided however, if an Indemnitor disputes all or any portion of the Claim or related Losses, any dispute related thereto shall be resolved pursuant to the arbitration provisions of Section 8.12. (d) In the case of any claim, action, or proceeding made or instituted by a third-party (a “Third Party Claim”). The , the Indemnitee shall promptly notify the Indemnitor shall of such Third Party Claim for which indemnification or other recovery will be sought under this Article 7 or for any other breach of this Agreement, and the Indemnitor will have the right at its expense to assume and control the defense of such Claim at its own expense with thereof using counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an . The Indemnitee shall have the right to retain participate, at its own counselexpense, with the fees and expenses respect to be paid by the Indemnitee, if representation of any such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between Third Party Claim. In connection with any such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidThird Party Claim, the Indemnitee may defend Sellers and Buyer shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, be settled without the prior written consent of the Indemnitee. If (i) a firm written offer is made to settle any such Third Party Claim; (ii) the proposed settlement amount is less than the Indemnity Cap; (iii) the indemnifying party proposes to accept such settlement; and (iv) the Indemnitee refuses to consent to such settlement, which consentthen: (A) the Indemnitor shall be excused from, in each caseand the Indemnitee shall be solely responsible for, all further defense of such Third Party Claim; and (B) the maximum liability of the Indemnitor relating to such Third Party Claim, shall not be unreasonably withheldthe amount of the proposed settlement if the amount thereafter recovered from the Indemnitee on such Third Party Claim is greater than the amount of the proposed settlement. The Indemnitee shall reasonably cooperate with Any disputes between the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information Indemnitee concerning their respective rights and obligations under the control of the Indemnitee, which information this Article 7 shall be subject to resolved in accordance with Section 7.18.12.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a6.4(a) or Section 8.6(b6.4(b) shall be referred to herein as a an “Indemnification Claim”. If any person or entity (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.66.4, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including when Allozyne is the Indemnitee, the scope or enforceability of the Sigma Patents Rights or Sigma Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.15.1.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as If a “Claim”. If any person or entity (each, an “Indemnitee”) party intends to claim indemnification under this Section 8.6, Chapter (an “Indemnitee”) the Indemnitee shall notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be subject to a Claim demand for indemnification (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim the indemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation Indemnitee in respect of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsclaim. If the Indemnitor does not assume the defense of such Claim as aforesaidthe indemnification claim after notice, the Indemnitee may defend such Claim the claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim the indemnification claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this agreement or the scope, validity of enforceability of Party B’s rights in and to the proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1the Confidentiality Agreement(s) between Party A and Party B. 9.1 Any disputes arising out of the implementation of the agreement should be subject to friendly negotiation. If no solution can be reached, they should be referred to arbitration. 9.2 This agreement shall be governed by and construed under the laws of Hong Kong, notwithstanding its conflicts of laws provisions. Any arbitration under this Agreement shall be held in Hong Kong, under the arbitration rules of the International Chamber of Commerce. 9.3 The award from the arbitration committee is final and binding on both parties.

Indemnification Procedure. A claim (a) In the event that any Person entitled to indemnification hereunder shall sustain or incur any Damages in respect of which indemnification may be sought by such Person pursuant to this Article X (other than indemnification in respect of Taxes, contests relating to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity governed by Section 6.8), the Person seeking such indemnification (each, an the “Indemnitee”) intends shall assert a claim for indemnification (“Indemnification Claim”) by giving prompt written notice thereof (the “Notice”) to claim indemnification under this Section 8.6the party (i.e., the Indemnitee shall notify Seller or the other Party Buyer) providing indemnification (the “Indemnitor”) in writing promptly upon becoming aware and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided that failure of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure failure. In the case of an Indemnification Claim by an Indemnified Buyer Party, such Person shall also provide a copy of the Notice to give notice)the Escrow Agent. The Notice shall set forth with reasonable particularity the basis for the Indemnification Claim and, if estimable, the Indemnitee’s good faith estimate of Damages as the case may be resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be resolved by (i) the mutual agreement of the Indemnitor shall have and the right Indemnitee, (ii) binding arbitration, if arbitration is agreed to assume and control the defense of such Claim at its own expense with counsel selected in writing by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation or (iii) a final order, decree or judgment of such Indemnitee by a court of competent jurisdiction (the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee time for appeal having expired and any other party represented by such counsel in such proceedingsno appeal having been perfected). If the Indemnitor does not assume the defense of such Claim as aforesaid, the No Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the IndemnitorIndemnitor (which consent shall not be unreasonably withheld, and delayed or conditioned), unless (i) the Indemnitor shall not settle fails to assume and maintain the defense of such claim pursuant to this Section 10.5(a) and (ii) such settlement, compromise or compromise any Claim in any manner which would have consent includes an adverse effect on unconditional release of the Indemnitee’s interestsIndemnitor and its officers, directors, employees and Affiliates from all liability arising out of such claim. An Indemnitor may not, without the prior written consent of the Indemnitee, settle or compromise any claim or consent to the entry of any judgment with respect to which consentindemnification is being sought hereunder unless (A) such settlement, compromise or consent includes an unconditional release of the Indemnitee and its officers, directors, employees and Affiliates from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee, (C) does not involve a Governmental Authority, and (D) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. (b) In case any claim, action or proceeding is brought against any Indemnitee or in respect of any Special Indemnity Matter (a “Third Party Claim”), the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s own expense. Notwithstanding the assumption by the Indemnitor of the defense of any Third Party Claim as provided in this Section 10.5(b), the Indemnitee shall be permitted to join in the defense of such Claim and to employ counsel at its own expense. (c) If the Indemnitor fails to notify the Indemnitee of its desire to assume the defense of any such Third Party Claim within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of any such Third Party Claim, then the Indemnitee may assume the defense of any such Third Party Claim, in each casewhich event it may do so in such manner as it may reasonably deem appropriate, provided that (i) the Indemnitee may not settle the Third Party Claim without the Indemnitor’s consent (which consent shall not be unreasonably withheld, delayed or conditioned), and (ii) the Indemnitor may participate in such defense at its own expense. (d) Amounts payable by the Indemnitor to the Indemnitee in respect of any Damages for which such party is entitled to indemnification hereunder shall be payable by the Indemnitor as incurred by the Indemnitee, except to the extent that the claim for indemnification is disputed. The Indemnitor and the Indemnitee shall reasonably cooperate provide reasonable cooperation and assistance, and shall cause their Affiliates to provide reasonable cooperation and assistance, to the other and its counsel in connection with the Indemnitor defense or settlement of any Third Party Claim. Any expenses incurred by the Indemnitee or its Affiliates in providing such cooperation and assistance at the Indemnitor’s expense and request shall make available be paid by the Indemnitor to the extent such expenses constitute Damages that the Indemnitor all pertinent information is required to indemnify against under this Article X. (e) The Buyer and the control Seller shall cooperate with one another with respect to resolving any claim or liability with respect to which any party is obligated to indemnify another party hereunder. (f) Notwithstanding anything herein to the contrary, without the written consent of the IndemniteeBuyer, the Seller shall not be entitled to assume the defense of, but may participate in the defense of, any matter (each, a “Prohibited Action”) to the extent that: (i) the matter seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief against the Company or any of its Subsidiaries; or (ii) the matter relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation; provided, however, that in no event shall Buyer settle any Prohibited Action unless Seller has consented thereto in writing (which information consent shall not be subject unreasonably withheld, delayed or conditioned); and further provided that in no event shall any Special Indemnity Matter be or be deemed to Section 7.1be a Prohibited Action for any purposes hereunder.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to which indemnification applies under Section 8.6(a) or Section 8.6(b(the "INDEMNITEE") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “Indemnitee”the "INDEMNITOR") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable elect to settle any claim for monetary damages only without the Indemnitee; provided's consent, however, that an Indemnitee shall have if the right to retain its own counsel, with the fees and expenses to be paid by settlement includes a complee release of the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall reasonably promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of SECTION 5.4(b), or if the Indemnitor fails diligently to prosecute such defense, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitor Indemnitee and its counsel, at the Indemnitor’s expense 's sole cost, risk and expense, in all reasonable respects, and shall make available deliver to the Indemnitor Indemnitee or its counsel copies of all pertinent pleadings and other information under within the control Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the Indemniteesubject of any such Claim and that will not prejudice the Indemnitor's position, which claims or defenses. Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be subject in addition to Section 7.1any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to which indemnification applies under Section 8.6(a) or Section 8.6(b(the "INDEMNITEE") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “Indemnitee”the "INDEMNITOR") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable elect to settle any claim for monetary damages only without the Indemnitee; provided's consent, however, that an Indemnitee shall have if the right to retain its own counsel, with the fees and expenses to be paid by settlement includes a complete release of the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall reasonably promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitor Indemnitee and its counsel, at the Indemnitor’s expense 's sole cost, risk and expense, in all reasonable respects, and shall make available deliver to the Indemnitor Indemnitee or its counsel copies of all pertinent pleadings and other information under within the control Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the Indemniteesubject of any such Claim and that will not prejudice the Indemnitor's position, which claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be subject in addition to Section 7.1any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to which indemnification applies under Section 8.6(a) or Section 8.6(b(the "INDEMNITEE") shall be referred promptly give written notice to herein as a “Claim”. If any person or entity the party obligated to provide indemnity (each, an “Indemnitee”the "INDEMNITOR") intends with respect to claim indemnification under this Section 8.6, the Claim after the receipt by the Indemnitee shall notify of reliable information of the other Party (facts constituting the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable elect to settle any claim for monetary damages only without the Indemnitee; provided's consent, however, that an Indemnitee shall have if the right to retain its own counsel, with the fees and expenses to be paid by settlement includes a complete release of the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall reasonably promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitor Indemnitee and its counsel, at the Indemnitor’s expense 's sole cost, risk and expense, in all reasonable respects, and shall make available deliver to the Indemnitor Indemnitee or its counsel copies of all pertinent pleadings and other information under within the control Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the Indemniteesubject of any such Claim and that will not prejudice the Indemnitor's position, which claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be subject in addition to Section 7.1any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A claim If an Indemnified Party is aware that a claim, demand or other circumstance exists that has given or would reasonably be expected to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred give rise to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim right of indemnification under this Section 8.6Article XIV (whether or not the amount of the claim is then quantifiable), the Indemnitee Indemnified Party shall notify promptly give written notice of such claim, demand or circumstance to the other Indemnitor, and the Indemnified Party (will thereafter keep the “Indemnitor”) in writing promptly upon becoming aware Indemnitor reasonably informed with respect to such claim, demand or circumstance, provided that failure of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee Indemnified Party to give such the Indemnitor prompt notice as provided in this Agreement shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement except and only to the extent extent, if any, that the Indemnitor is Indemnitor’s rights shall have been actually prejudiced as a result by reason of such failure to give notice)failure. The Indemnified Party shall supply the Indemnitor with such information regarding such claim, action, suit or other proceeding as the Indemnitor reasonably requests. If any claim, action, suit or other proceeding is brought against an Indemnified Party, the Indemnitor shall have the right be entitled to assume and control participate in (and, in its discretion, to assume) the defense of such Claim at its own expense claim, action, suit or other proceeding with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; Indemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have the right be entitled to retain participate in any such claim, action, suit or other proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party’s counsel, with the fees and expenses to be paid representation by the Indemnitee, if representation Indemnitor’s counsel may present a conflict of such Indemnitee by interest or there may be defenses available to the counsel retained by Indemnified Party which are different from or in addition to those available to the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnitor. If the Indemnitor does assumes the defense of any claim, action, suit or other proceeding as provided in this Section 14.3, the Indemnified Party shall be permitted to join in the defense of such claim, action, suit or other proceeding with counsel of its own selection and at its own expense (unless provided otherwise in this Section 14.3). If the Indemnitor shall not promptly assume the defense of such Claim as aforesaidany claim, action, suit or other proceeding, the Indemnitee Indemnified Party may defend against such Claim but claim, action, suit or proceeding in such manner as it may deem appropriate at the expense of the Indemnitor. Neither Party shall have no obligation settle, compromise, discharge or consent to do so. The Indemnitee an entry of judgment with respect to a claim, action, suit or other proceeding subject to indemnification under this Article XIV without the other Party’s prior written consent (which consent shall not settle be unreasonably withheld, conditioned or compromise any Claim delayed); provided that the Indemnitor may agree without the prior written consent of the IndemnitorIndemnified Party to any settlement, and the Indemnitor shall not settle compromise, discharge or compromise any Claim in any manner which would have consent to an adverse effect on the Indemnitee’s interests, without the prior written consent entry of the Indemnitee, which consent, judgment in each casecase that by its terms (i) unconditionally releases the Indemnified Party and its Affiliates from all liability or obligation in connection with such claim and (ii) does not impose injunctive or other non-monetary equitable relief against the Indemnified Party or its Affiliates, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1or their respective businesses.

Indemnification Procedure. A claim (a) Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to which indemnification applies under Section 8.6(a) or Section 8.6(bhereunder (the "Indemnitee") shall promptly give the Party who may be referred obligated to herein as a “Claim”. If provide such indemnification (the "Indemnitor") written notice of any person or entity (each, an “Indemnitee”) intends to claim indemnification under this Section 8.6, Indemnified Liability which the Indemnitee shall notify the other Party has determined has given or could give rise to a claim for indemnification hereunder (the “Indemnitor”) in writing promptly upon becoming aware a "Notice of any claim that may be a Claim (it being understood and agreedClaim"); PROVIDED, howeverHOWEVER, that the no failure by an Indemnitee to give or delay in giving any such notice Notice of Claim shall not relieve the Indemnitor of its indemnification obligation under this Agreement except obligations except, and only to the extent extent, that it is materially prejudiced thereby. A Notice of Claim shall specify in reasonable detail the Indemnitor is actually prejudiced as a result of such failure nature and all known particulars related to give notice)an Indemnified Liability. The Indemnitor shall perform its indemnification obligations in respect of an Indemnified Liability described in a Notice of Claim under Sections 13.2 or 13.3 hereof, as the case may be, within 30 days after the Indemnitor shall have received such Notice of Claim; PROVIDED, HOWEVER, such obligation shall be suspended so long as the right Indemnitor is in good faith performing its obligations under Section 13.4(b) hereof with respect to assume such Indemnified Liability. (i) The Indemnitor shall promptly inform the Indemnitee (A) of all material developments with respect to a matter which is the subject of a Notice of Claim and control (B), after the defense Indemnitor has made a good faith determination based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnitor, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Claim at its own expense with counsel selected by Indemnified Liability or that the Indemnitor and reasonably acceptable to has made a good faith determination that it has no indemnification obligation hereunder in respect of such Indemnified Liability. (ii) Except as set forth in Section 13.4(c), the Indemnitee; provided, however, that an Indemnitee shall have the right right, but not the obligation, to retain participate, at its own counselcost and expense, with in the fees and expenses to be paid defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do soit. The Indemnitee shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. So long as the Indemnitor is in good faith performing its obligations under this Section 13.4(b), the Indemnitee shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not compromise or settle any such claim, demand, suit, action or compromise any Claim proceeding without the prior written consent of the Indemnitor. (iii) If the Indemnitor fails to perform its obligations under this Section 13.4(b), and or if the Indemnitor shall have informed the Indemnitee in writing in accordance herewith that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to take the actions which the Indemnitor would have had the right to take in connection with the performance of such obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the event or circumstance as to which the Indemnitee takes such actions, then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses reasonably and actually incurred in connection therewith. (iv) If the Indemnitor proposes to settle or compromise any Claim such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the Indemnitee a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the right to object to the settlement or compromise of any manner such third party action, demand, claim, suit or proceeding whereupon (i) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and as if it were the Indemnitor and (ii) the Indemnitor shall be released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have an adverse effect on the Indemnitee’s interests, without the prior written consent had in respect of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1such a settlement or compromise.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as If a “Claim”. If any person or entity (each, an “Indemnitee”) party intends to claim indemnification under this Section 8.6, Chapter (an “Indemnitee”) the Indemnitee shall notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be subject to a Claim demand for indemnification (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such Claim the indemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation Indemnitee in respect of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsclaim. If the Indemnitor does not assume the defense of such Claim as aforesaidthe indemnification claim after notice, the Indemnitee may defend such Claim the claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim the indemnification claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this agreement or the scope, validity of enforceability of Party B’s rights in and to the proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1the Confidentiality Agreement(s) between Party A and Party B. Chapter IX Arbitration 9.1 Any disputes arising out of the implementation of the agreement should be subject to friendly negotiation. If no solution can be reached, they should be referred to arbitration. 9.2 This agreement shall be governed by and construed under the laws of Hong Kong, notwithstanding its conflicts of laws provisions. Any arbitration under this Agreement shall be held in Hong Kong, under the arbitration rules of the International Chamber of Commerce. 9.3 The award from the arbitration committee is final and binding on both parties.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) 12.1 or Section 8.6(b) 12.2 shall be referred to herein as a “an "Indemnification Claim”". If any person Person or entity Persons (eachcollectively, an “the "Indemnitee”") intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests's interests (including without limitation any rights under this Agreement or the scope or enforceability of the EPIX Patents Rights or EPIX Know-How, or Confidential Information or patent or other rights licensed to EPIX by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s 's expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as If a “Claim”. If any person or entity (each, an “Indemnitee”) Party intends to claim indemnification under this Section 8.67.1 or Section 7.2, such Party (the Indemnitee “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreedfor indemnification, howeverand, that except as otherwise expressly provided in this Agreement, the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control of the defense of such Claim at its own expense with and/or settlement thereof using counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee. However, if the Indemnitee believes (based on the advice of outside counsel) that due to potential conflicts of interest between the Indemnitee and the Indemnitor, representation of such the Indemnitee by the Indemnitor’s counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaidinappropriate, the Indemnitee may defend select separate counsel and the Indemnitor shall be responsible for the costs of such Claim but shall have no obligation to do sorepresentation of the Indemnitee. Under all other circumstances, the Indemnitee may, in its sole discretion, participate in any such proceeding with separate counsel of its choice, at its own expense. The Indemnitee foregoing indemnity obligation shall not settle or compromise apply to amounts paid by the Indemnitee in settlement of any Claim claim if such settlement is effected by the Indemnitee without the prior written consent of the Indemnitor, which consent shall not be withheld unreasonably. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of and preparation for the defense against any action, claim or liability covered by this indemnification. The Indemnitor shall not settle enter into any settlement or compromise any Claim consent to an adverse judgment in any manner which would have an adverse effect such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s interests, without the prior express written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.withheld or delayed

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) 12.2 shall be referred to herein as a an “Indemnification Claim”. If any person Person or entity Persons (eachcollectively, an the “Indemnitee”) intends to claim indemnification under this Section 8.6Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be a an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of such the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; , provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such the Indemnification Claim as aforesaid, the Indemnitee may defend such the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interestsinterests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patent Rights or BMS Know-How) and shall not admit liability or wrongdoing on the part of either Party or its Affiliates, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheldwithheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1Article 11. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Indemnification Procedure. A claim to which indemnification applies under Section 8.6(a(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim To obtain indemnification under this Section 8.6Agreement, the Indemnitee shall notify submit to the Secretary of the Company (or to such other Party officer as may be designated by the Board of Directors) a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and as is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary or other designated officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the “Indemnitor”Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination with respect to the Indemnitee's entitlement thereto, if required by applicable law, shall be made in the following specific cases: (i) if a Change of Control (as herein defined) shall have occurred, by Independent Counsel (as herein defined) (unless the Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided in clauses (ii) or (iii) of this Section 9(b)) in writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only written opinion to the extent that the Indemnitor is actually prejudiced as Board of Directors, a result copy of such failure to give notice). The Indemnitor which shall have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable be delivered to the Indemnitee; provided(ii) if a Change of Control shall not have occurred, however(A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee or (C) if directed by the Directors, by the stockholders of the Company; or (iii) as provided in Section 10(b) of this Agreement; and, if it is so determined that an the Indemnitee is entitled to indemnification, payment to or on behalf of the Indemnitee shall have be made within ten (10) days after such determination. the right to retain its own counsel, Indemnitee shall cooperate with the fees person, persons or entity making such determination with respect to the Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and expenses which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be paid made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Indemnitee, if representation Board of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the IndemnitorDirectors, and the Indemnitor Company shall not settle or compromise any Claim in any manner which would have an adverse effect on give written notice to the Indemnitee’s interests, without Indemnitee advising the prior written consent Indemnitee of the Indemniteeidentity of the Independent Counsel so selected. If a Change of Control shall have occurred, which consentthe Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in each casewhich event the preceding sentence shall apply), shall not be unreasonably withheld. The and the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.give written

Indemnification Procedure. A claim Each person entitled to which indemnification applies under Section 8.6(a) 7.8.3 or Section 8.6(b7.8.4 (an "Indemnified Person") shall be referred give notice to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends the party required to claim provide indemnification under this Section 8.6, the Indemnitee shall notify the other Party (the “Indemnitor”"Indemnifying Person") in writing promptly upon becoming aware after such Indemnified Person has actual knowledge of any claim as to which indemnity may be sought and shall permit the Indemnifying Person to assume the defense of any such claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Person who conducts the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Person (whose approval shall not unreasonably be withheld), and the Indemnified Person may participate in such defense at such party's expense (unless the Indemnified Person has reasonably concluded that there may be a Claim (it being understood conflict of interest between the Indemnifying Person and agreedthe Indemnified Person in such action, howeverin which case the fees and expenses of counsel for the Indemnified Person shall be at the expense of the Indemnifying Person), and provided further that the failure by an Indemnitee of any Indemnified Person to give such notice as provided herein shall not relieve the Indemnitor Indemnifying Person of its indemnification obligation obligations under this Agreement Section 7.8 except and only to the extent the Indemnifying Person is materially prejudiced thereby. No Indemnifying Person, in the defense of any such claim or litigation, shall (except with the consent of each Indemnified Person) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the Indemnitor is actually prejudiced giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Each Indemnified Person shall furnish such information regarding itself or the claim in question as a result of such failure to give notice). The Indemnitor an Indemnifying Person may reasonably request in writing and as shall have the right to assume and control be reasonably required in connection with the defense of such Claim at its own expense with counsel selected by the Indemnitor claim and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1litigation resulting therefrom.