Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

Indemnification Procedure. The obligations of each party A Party that intends to claim indemnification (the “IndemnitorIndemnitee”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party Party (the “IndemniteeIndemnitor”) shall be subject in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the following: Indemnitee intends to claim such indemnification (a) Indemnitee shall provide Indemnitor with prompt notice for purposes of this Section 13.3, each a “Claim”), and the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for and/or settlement of such claim or suitthereof; and (c) provided that the Indemnitee shall cooperate with Indemnitor in have the defense or settlement of any such claim or suitright to participate, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. Indemnitor The indemnification obligations of the Parties under this Section 13 shall not, not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemniteeIndemnitor, enter into 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 settlement that reasonably can be expected such Claim, if prejudicial to require a material affirmative obligation ofits ability to defend such action, result in shall relieve such Indemnitor of any ongoing material liability to or materially prejudice the Indemnitee in under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any wayliability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 12 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 12, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 12, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 12, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise than under this Section 12.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 13, notify the indemnifying party in writing, of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 13, then counsel for that party shall be entitled to conduct the defense to the extent it reasonably demonstrates determined by counsel to be necessary to protect the interests of that its defense or settlement party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 13, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise than under this Section 13.

Indemnification Procedure. The obligations Promptly after receipt by an indemnified party under Sections 9.1(c) and 9.1(d) hereof of each notice of the commencement of any action for which a claim for indemnification is to be made against the Borrower, such indemnified party shall notify the Borrower in writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (“Indemnitor”or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 13 to defend9.1(e), indemnify and hold harmless the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party (“Indemnitee”) in connection with the defense thereof other than reasonable costs of investigation. No indemnified party shall settle or compromise any claim for which the Borrower may be subject to liable hereunder without the following: (a) Indemnitee shall provide Indemnitor with prompt notice prior Written Consent of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayBorrower.

Indemnification Procedure. The obligations Any person who is claiming indemnification from Parent pursuant to the provisions of each party Section 8.01, or from the Reinsurance Manager pursuant to the provisions of Section 8.02 (the “Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“IndemniteeIndemnified Person”) shall be subject to promptly deliver a written notification of each claim for indemnification, accompanied by a copy of all papers served, if any, and specifying in detail the following: (a) Indemnitee shall provide Indemnitor with prompt notice nature of, basis for and estimated amount of the claim giving rise for indemnification to such obligationParent or the Reinsurance Manager, as applicable (the “Indemnifying Party”). If an Indemnified Person fails to promptly notify the Indemnifying Party, then the obligation to indemnify shall be reduced by the amount of liability that is attributable to or becomes definite as a result of the delay in notification, if the delay in notification has resulted in a material increase in liability or actual prejudice to the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of any matter for which a claim of indemnification is made against it with counsel it selects, at its own expense. The Indemnifying Party in its sole discretion shall have the right to settle, compromise or defend until final adjudication any dispute or alleged liability for which a claim for indemnification has been made; provided, however, that any failure the Indemnifying Party shall not, except with the consent of each Indemnified Person, which consent shall not be unreasonably withheld or delay in giving such notice shall only relieve Indemnitor of its obligations under this section delayed, consent to the extent it reasonably demonstrates entry of any judgment, or enter into any settlement, that its defense does not include the giving by the claimant or settlement plaintiff to the Indemnified Person of a release from all liability with respect to the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee litigation. Each Indemnified Person shall cooperate with Indemnitor in the providing information, formulating a defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation as otherwise reasonably requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayIndemnifying Party.

Indemnification Procedure. The obligations Each Party shall promptly notify the other Party in writing of each party (“Indemnitor”) under any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 13 to defend, indemnify and hold harmless 9. The Party seeking indemnification (the other party (“Indemnitee”) shall be subject to cooperate with the following: other Party (athe “Indemnitor”) Indemnitee at the Indemnitor’s request and at the Indemnitor’s sole cost and expense. The Indemnitor shall provide Indemnitor with prompt notice immediately take control of the claim giving rise defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense; provided that the Indemnitor may not settle any Action against the Indemnitee unless such settlement does not contain any admission on the part of the Indemnitee and completely and forever releases the Indemnitee from all liability with respect to such obligation; providedAction or unless the Indemnitee gives prior written consent to such settlement (such consent not to be unreasonably withheld, however, that conditioned or delayed). The Indemnitee’s failure to perform any failure or delay in giving such notice obligations under this Section 9(d) shall only not relieve the Indemnitor of its obligations under this section Section 9 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expense. Indemnitor shall not, without the consent cost and expense with counsel of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayits own choosing.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) entitled to indemnification under this Section 13 to defend, indemnify and hold harmless Article 7 (the other party (“Indemnitee”"Indemnified Party") shall be subject give notice to the following: party required to provide indemnification (athe "Indemnifying Party") Indemnitee promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall provide Indemnitor with prompt notice permit the Indemnifying Party to assume the defense of the any such claim giving rise to such obligationor any litigation resulting therefrom; provided, howeverthat, counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, further, that the failure of any failure or delay in giving such Indemnified Party to give notice as provided herein shall only not relieve Indemnitor the Indemnifying Party of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitArticle 7. No Indemnifying Party, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall notlitigation, without shall, except with the consent of the Indemniteeeach Indemnified Party, consent to entry of any judgment or enter into any settlement that reasonably can be expected which does not include as an unconditional term thereof the giving by the claimant or plaintiff to require such Indemnified Party of a material affirmative obligation of, result release from all liability in any ongoing material liability respect to such claim or materially prejudice Indemnitee in any waylitigation.

Indemnification Procedure. The obligations A Party that intends to claim indemnification under any provision of each party this Agreement (“Indemnitor”) under for purposes of this Section 13 to defend7.4(b), indemnify and hold harmless the other party (“Indemnitee”) shall be subject promptly notify the indemnifying Party (the “Indemnitor”) in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnitee or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification hereunder. As between the following: (a) Parties, the Indemnitor shall have the right to control the defense and settlement of such claim, action, suit, or other proceeding; provided that the Indemnitee shall provide Indemnitor with prompt notice of have the claim giving rise right to participate in such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement with counsel of its own choosing at its expense. Notwithstanding the claim or suit was adversely affected thereby; (b) Indemnitor foregoing, the indemnity agreement in this Article 7 shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor not apply to amounts paid in the defense or settlement of any loss, claim, damage, liability or action if such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into to the extent such consent is not withheld unreasonably or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected such action, if prejudicial to require a material affirmative obligation ofits ability to defend such action, result in shall relieve such Indemnitor of any ongoing material liability to the Indemnitee under this Article 7 but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Article 7. Without limiting the foregoing, the Indemnitor shall keep the Indemnitee fully informed of the progress of any claim, action, suit, or materially prejudice other proceeding for which the Indemnitee in any wayis seeking indemnification under this Article 7.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 5.4 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 5.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 5.4, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 5.4, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 5.4.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 8 of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 8, then counsel for that party shall be entitled to conduct the defense to the extent it reasonably demonstrates determined by counsel to be necessary to protect the interests of that its defense or settlement party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 8, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise than under this Section 8.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7.4 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 7.4, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 7.4, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 7.4, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 7.4.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless Each Party shall promptly notify the other party Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2. The Party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other Party (the “Indemnitor”), at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to the following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 14.3 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 14, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless Each Party shall promptly notify the other party Party in writing of any action for which such Party believes it is entitled to be indemnified pursuant to Section 3.1 or Section 3.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) shall be subject to cooperate with the following: other Party (athe “Indemnitor”) Indemnitee at the Indemnitorʼs sole cost and expense. The Indemnitor shall provide Indemnitor with prompt notice promptly take control of the claim giving rise defense and investigation of such action and shall employ counsel of its choice to such obligation; providedhandle and defend the same, however, that at the Indemnitorʼs sole cost and expense. The Indemniteeʼs failure to perform any failure or delay in giving such notice shall only obligations under this Section 3.3 will not relieve the Indemnitor of its obligations under this section Section 3, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. The Indemnitor shall notnot settle any such action, without first obtaining the consent Indemniteeʼs prior written consent, where the settlement of such action results in any admission of guilt or liability on the part of the Indemnitee, enter into imposes any settlement that reasonably can be expected to require obligation or liability on the Indemnitee, or has a material affirmative obligation of, result in any ongoing material judicially binding effect on the Indemnitee (other than monetary liability to or materially prejudice for which the Indemnitee in any wayis indemnified by the Indemnitor).

Indemnification Procedure. The obligations of each If a Lonza Indemnitee or Customer Indemnitee (the “Indemnitee”) intends to claim indemnification under this clause 7, it shall promptly notify the other party (the “Indemnitor”) under this Section 13 in writing of such alleged liability. The Indemnitor shall have the right to defend, indemnify and hold harmless control the other party (“defence thereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor Indemnitee shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject right to clause (b) above, Indemnitee may participate in the defense of any such claim or suit retain its own counsel at its own expense, for any reason, including if representation of 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 proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any liability covered by this clause 7. The obligations of this clause 7.6 shall notnot apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the IndemniteeIndemnitor, enter into 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 settlement such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this clause 7. It is understood that reasonably can be expected to require a material affirmative obligation ofonly Lonza or Customer may claim indemnity under this clause 7 (on its own behalf or on behalf of its Indemnitees), result in any ongoing material liability to or materially prejudice Indemnitee in any wayand other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 14 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

Indemnification Procedure. The obligations of each party A Party that intends to claim indemnification (the “Indemnitee”) under this Article 8 shall promptly notify the other Party (the “Indemnitor”) under 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 13 to defend8.3, indemnify each a “Claim”), and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for and/or settlement of such claim or suitthereof; and (c) provided that the Indemnitee shall cooperate with Indemnitor in have the defense or settlement of any such claim or suitright to participate, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. Indemnitor The indemnification obligations of the Parties under this Article 8 shall not, not apply to amounts paid in settlement of any Claim if such settlement is effected by an Indemnitee without the written consent of the IndemniteeIndemnitor, enter into which consent shall not be withheld, conditioned or delayed unreasonably. The failure to deliver written notice of a Claim to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected such Claim, if prejudicial to require a material affirmative obligation ofits ability to defend such action, result in shall relieve such Indemnitor of any ongoing material liability to or materially prejudice the Indemnitee in under this Article 8, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any wayliability to any Indemnitee otherwise than under this Article 8. The Indemnitee under this Article 8, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. The obligations For purposes of each party (“Indemnitor”) Section 4.2 above, Broncus shall give prompt written notice to Asthmatx of any Claims for which indemnification may be required under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation4.2; provided, however, that any failure or delay in giving to give such notice shall only not relieve Indemnitor Asthmatx of its obligations under this section obligation to provide indemnification hereunder except, if and to the extent it reasonably demonstrates that its defense or settlement such failure materially and adversely affects the ability of Asthmatx to defend the claim or suit was adversely affected thereby; (b) Indemnitor applicable Claim. Asthmatx shall have control of be entitled to assume the defense and control of all negotiations any such Claim for settlement which it is obligated to provide indemnification hereunder at its own cost and expense; provided, however, that Broncus shall have the right to be represented by its own counsel at its own cost in connection with the defense of such claim Claim. Neither Asthmatx nor Broncus shall settle or suit; and dispose of any such Claim in any manner which would adversely affect the rights or interests of the other party (cincluding the obligation to indemnify hereunder) Indemnitee without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Each party shall cooperate with Indemnitor the other party and its counsel in the defense or settlement course of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such suit, claim or suit at its own expense***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Indemnitor shall notdemand, such cooperation to include without the consent of the Indemniteelimitation using reasonable efforts to provide or make available documents, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayinformation and witnesses.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 2.6 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 2.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the indemnifying party and the indemnified party in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 2.6, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 2.6, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 2.6.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt SECTION 7 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this SECTION 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section SECTION 7, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this SECTION 7, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this SECTION 7.

Indemnification Procedure. The obligations In the event that Par intends to claim indemnification under Section 1.2(d), Par shall promptly notify Astellas in writing of each party any claim, complaint, suit, proceeding or cause of action in respect of which Par intends to claim such indemnification (“Indemnitor”) under for purposes of this Section 13 to defend1.2(e), indemnify each a “Claim”), and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor Astellas shall have sole control of the defense and of all negotiations for and/or settlement of such claim or suitthereof; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee Par shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject have the right to clause (b) aboveparticipate, Indemnitee may participate in the defense of any such claim or suit at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. Indemnitor The indemnification under Section 1.2(d) shall not, not apply to amounts paid with respect to settlement of any Claim if such settlement is effected without the consent of Astellas, which consent will not be unreasonably withheld or delayed. The failure to deliver written notice to Astellas within a reasonable period of time after the Indemniteecommencement of any such claim, enter into suit or proceeding, if prejudicial to its ability to defend such action, shall relieve Astellas of any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in Par under Section 1.2(d), but the omission to so deliver written notice to Astellas shall not relieve Astellas of any wayliability to Par under this Agreement otherwise than under Section 1.2(d). Without limiting the foregoing, Par shall keep Astellas fully informed of the progress of any Claim for which it intends to claim indemnification under Section 1.2(d). Par under Section 1.2(d), and its employees, at Astellas’s request and expense, shall provide full information and reasonable assistance to Astellas and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to Section 11. The party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice/reasonably acceptable to the following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any 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 Claim, the Indemnitee shall provide Indemnitor with prompt have the right, but no obligation, to defend against such Claim including settling such Claim after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under this section Section 11, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless Each Party shall promptly notify the other party Party in writing of any action for which such Party believes it is entitled to be indemnified pursuant to Section 3.1 or Section 3.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) shall be subject to cooperate with the following: other Party (athe “Indemnitor”) Indemnitee at the Indemnitor’s sole cost and expense. The Indemnitor shall provide Indemnitor with prompt notice promptly take control of the claim giving rise defense and investigation of such action and shall employ counsel of its choice to such obligation; providedhandle and defend the same, however, that at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any failure or delay in giving such notice shall only obligations under this Section 3.3 will not relieve the Indemnitor of its obligations under this section Section 3, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. The Indemnitor shall notnot settle any such action, without first obtaining the consent Indemnitee’s prior written consent, where the settlement of such action results in any admission of guilt or liability on the part of the Indemnitee, enter into imposes any settlement that reasonably can be expected to require obligation or liability on the Indemnitee, or has a material affirmative obligation of, result in any ongoing material judicially binding effect on the Indemnitee (other than monetary liability to or materially prejudice for which the Indemnitee in any wayis indemnified by the Indemnitor).

Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, as the case may be. The obligations of each party seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defend, indemnify and hold harmless shall cooperate with the other party (“the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in 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 Indemnitee without the Indemnitee”) 's prior written consent, which shall not be subject 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 following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 9.3 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 9, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) A Party that intends to claim indemnification under this Section 13 to defend, indemnify and hold harmless ARTICLE 14 (the other party (“Indemnitee”) shall be subject promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee intends to claim such indemnification, and the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by IndemnitorClaim. Subject to clause (b) above, The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in this ARTICLE 14 shall not apply to amounts paid in settlement of any action with respect to a Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into which consent shall not be unreasonably withheld, conditioned, or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected action with respect to require a material affirmative obligation of, result Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 14 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any ongoing material liability action with respect to or materially prejudice Indemnitee in any waya Claim covered by this indemnification.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7 of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 7, then counsel for that party shall be entitled to conduct the defense to the extent it reasonably demonstrates determined by counsel to be necessary to protect the interests of that its defense or settlement party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 7, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise than under this Section 7.

Indemnification Procedure. The obligations of each party (“Indemnitor”) A Party that intends to claim indemnification under this Section 13 to defend, indemnify and hold harmless ARTICLE 15 (the other party (“Indemnitee”) shall be subject promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee intends to claim such indemnification, and the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by IndemnitorClaim. Subject to clause (b) above, The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in this ARTICLE 15 shall not apply to amounts paid in settlement of any action with respect to a Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into which consent shall not be unreasonably withheld, conditioned, or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected action with respect to require a material affirmative obligation of, result Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 15 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any ongoing material liability action with respect to or materially prejudice Indemnitee in any waya Claim covered by this indemnification.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7.6 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 7.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 7.6, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 7.6, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 7.6.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 8 of notice of the commencement of any action, such indemnified party shall, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 8, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 8, but the omission so to notify the indemnifying party shall not relieve such party of any wayliability that such party may have to any indemnified party otherwise than under this Section 8.

Indemnification Procedure. The obligations of each A party (“Indemnitor”the "Indemnitee") that intends to ------------------------- claim indemnification under this Section 13 article shall promptly notify LICENSEE of any loss, liability, damage or expense, or any claim, demand, action or other proceeding with respect to defendwhich the Indemnitee intends to claim such indemnification, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor LICENSEE with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim claim, demand, action or suitother proceeding. LICENSEE's indemnity obligations under this article shall not apply to amounts paid in any settlement if effected without its consent. LICENSEE shall not settle or consent to an adverse judgment in any such claim, provided demand, action or other proceeding that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in directly affects the defense rights or interests of any Indemnitee or imposes additional obligations on such claim or suit at its own expense. Indemnitor shall notIndemnitee, without the prior express written consent of the such Indemnitee, enter into which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall cooperate fully with LICENSEE and its legal representatives in the investigation of any settlement that reasonably can be expected to require a material affirmative obligation ofaction, result in any ongoing material claim or liability to or materially prejudice Indemnitee in any waycovered by this indemnification.

Indemnification Procedure. The obligations Each Party shall promptly notify the other Party in writing of each party (“Indemnitor”) under any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 13 to defend, indemnify and hold harmless 11. The Party seeking indemnification (the other party (“Indemnitee”) shall be subject cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in 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 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 provide Indemnitor with prompt have the right, but no obligation, to defend against such Action, including settling such Action after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitor’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 11 will relieve the Indemnitor of its obligations under this section Section 11, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party To receive the foregoing indemnities, the Party seeking indemnification (“Indemnitee”) must: (i) provide Notice to be received by the indemnifying Party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party within ten (“10) Business Days of Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt ’s first notice of the claim giving rise to such obligation; providedClaim, provided however, that any failure or delay in giving such providing written notice shall only relieve Indemnitor of its obligations under this section not affect the Indemnitor’s indemnification obligations, except to the extent it reasonably demonstrates that its the Indemnitor is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense or settlement of the claim or suit was adversely affected therebyClaim; (biii) cooperate as reasonably requested by Indemnitor shall have control (at Indemnitor’s expense) in Indemnitor’s defense of the defense and of all negotiations for settlement of such claim or suitClaim; and (civ) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, not enter into any settlement or compromise of such Claim defended by Indemnitor without the express written authorization of Indemnitor. Indemnitor shall not settle or compromise a Claim without Indemnitee’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless: (i) the sole relief provided in such settlement or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) such settlement or compromise does not include any finding or admission of a violation by Indemnitee of any Laws or third party’s rights; or require any changes in the Indemnitor’s or Indemnitee’s business practices that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any waywould impair performance of either Party’s obligations under this CMA.

Indemnification Procedure. The obligations Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof of each notice of the commencement of any action for which a claim for indemnification is to be made against the Borrower, such indemnified party shall notify the Borrower in writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (“Indemnitor”or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 13 to defend9.1.5, indemnify and hold harmless the Borrower shall not be responsible for any legal or other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.expenses

Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The obligations of each party seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defend, indemnify and hold harmless shall cooperate with the other party (“the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its own choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in 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 Indemnitee without the Indemnitee”) 's prior written consent, which shall not be subject 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 following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 12.3 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) Any Party seeking indemnification under this Section 13 to defend, indemnify and hold harmless ARTICLE 10.0 (the other party (“Indemnitee”) shall be subject to promptly notify the following: indemnifying Party (athe “Indemnitor”) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; providedClaim, however, provided that any failure or delay in giving such notice to so notify shall only relieve Indemnitor of its obligations under this section not affect a Party’s right to indemnification except to the extent it reasonably demonstrates that its such failure materially prejudices the ability of the Indemnitor to defend against such Claim. At the Indemnitee’s option, the Indemnitee may (i) retain sole control over defense or and settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitClaim, provided that Indemnitee shall not settle such Claim without the Indemnitor’s prior consent, not to be reimbursed for all reasonable outunreasonably withheld; or (ii) provide the Indemnitor sole control over the defense and settlement thereof, provided that Indemnitor shall not settle such Claim without the Indemnitee’s prior consent to the extent that such settlement requires any admission of liability or wrongdoing or the payment of any amount by Indemnitee. Without limiting the foregoing, with respect to Claims brought under Section 10.1 or 10.2 above and tendered to the Indemnitor pursuant to sub-of-pocket expenses incurred in providing any cooperation requested by section (ii) of the previous sentence: (i) at Indemnitor. Subject to clause (b) above’s request and expense, Indemnitee may participate in the defense of any shall provide full information and reasonable assistance to Indemnitor with respect to such claim or suit Claims; and (ii) Indemnitee, at its own expense. Indemnitor , shall not, without have the consent right to participate with counsel of its own choosing in the Indemnitee, enter into defense and/or settlement of any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any waysuch Claim.

Indemnification Procedure. The obligations of each party If CRUCELL (the “Indemnitee”) intends to claim indemnification under this Section 8, CRUCELL shall promptly notify COMPANY (the “Indemnitor”) under this Section 13 of any claim, demand, action, or other proceeding for which the Indemnitee intends to defendclaim such indemnification. The Indemnitor shall have the right to participate in, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide extent the Indemnitor so desires jointly with prompt notice of any other Indemnitor similarly noticed, to assume the claim giving rise to such obligationdefense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any failure or delay other Party represented by such counsel in giving such notice shall only relieve Indemnitor of its proceedings. The indemnity obligations under this section Section 8 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement within a reasonable time after notice of any such claim or suitdemand, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in or the defense commencement of any such claim action or suit at other proceeding, if prejudicial to its own expense. ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 8 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not, without not relieve it of any liability that it may have to the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayotherwise than under this Section 8.

Indemnification Procedure. The obligations of each party Each Party (“Indemnitee”) will promptly notify the other Party (“Indemnitor”) in writing of any claims for which Xxxxxxxxxx believes it is entitled to be indemnified pursuant to this Section 14. The Indemnitee will cooperate with the Indemnitor at Indemnitor’s sole expense. The Indemnitor will immediately take control of the defense and settlement of such claim using counsel reasonably satisfactory to Indemnitee, and the Parties shall keep each other reasonably informed or all relevant developments in the matter. No settlement may be made without the Indemnitee’s consent if it would require any admission by the Indemnitee or impose on the Indemnitee any consent decree or other equitable remedy, but settlement limited to payment of monies by the Indemnitor shall not require the Indemnitee’s consent. Indemnitee may choose in its discretion to retain separate counsel in connection with a claim being defended by the Indemnitor, but Indemnitee will be responsible for the costs of such separate counsel so long as Indemnitor is appropriately defending the matter with counsel reasonably satisfactory to Indemnitee. Failure of Indemnitee to perform any obligations under this Section 13 14(c) other than Indemnitee’s obligation to defend, indemnify and hold harmless cooperate reasonably with Indemnitor will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense Section 14(a) or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any waySection 14(b).

Indemnification Procedure. The obligations of each If any third party shall notify any Indemnified Signatory with respect to any matter (“Indemnitor”a "Third-Party Claim") which may give rise to a claim for indemnification against any an Indemnifying Signatory under this Section 13 5, then the Indemnified Signatory shall promptly notify each Indemnifying Signatory thereof in writing. Any Indemnifying Signatory will have the right to defend, indemnify assume and hold harmless thereafter conduct the other party (“Indemnitee”) shall be subject defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligationIndemnified Signatory; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section the Indemnifying Signatory will not consent to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement entry of any such claim judgment or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can with respect to the Third-Party Claim without the prior written consent of the Indemnified Signatory (not to be expected to require a material affirmative obligation ofunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Signatory. Unless and until an Indemnifying Signatory assumes the defense of the Third-Party Claim as provided in this Section above, result however, the Indemnified Signatory may defend against the Third-Party Claim in any ongoing material liability manner it may reasonably deem appropriate. In no event will the Indemnified Signatory consent to the entry of any judgment on or materially prejudice Indemnitee in enter into any waysettlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Parties (not to be unreasonably withheld).

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 13, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by counsel to be necessary to protect the interests of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 13, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may otherwise have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise under this Section 13.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7 of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided, further, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 7, then counsel for that party shall be entitled to conduct the defense to the extent it reasonably demonstrates determined by counsel to be necessary to protect the interests of that its defense or settlement party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 7, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise than under this Section 7.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in 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 Indemnitee without the Indemnitee’s prior written consent, which shall not be subject 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 following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate in the claim giving rise Indemnitee’s sole discretion, and Indemnitee will be entitled to such obligation; provided, however, that receive indemnification therefore from Indemnitor. The Indemnitee’s failure to perform any failure or delay in giving such notice shall only obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this section Section 10, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) A Party that intends to claim indemnification under this Section ARTICLE 13 to defend, indemnify and hold harmless (the other party (“Indemnitee”) shall be subject promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee intends to claim such indemnification, and the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by IndemnitorClaim. Subject to clause (b) above, The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in this ARTICLE 13 shall not apply to amounts paid in settlement of any action with respect to a Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into which consent shall not be unreasonably withheld, conditioned, or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected action with respect to require a material affirmative obligation of, result Claim shall only relieve the Indemnitor of its indemnification obligations under this ARTICLE 13 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any ongoing material liability action with respect to or materially prejudice Indemnitee in any waya Claim covered by this indemnification.

Indemnification Procedure. The obligations of each party BTCS (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall promptly notify the User in writing of any Action for which such party believes it is entitled to be subject indemnified pursuant to the following: (a) Section 12.1. The Indemnitee shall provide cooperate with the User (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor with prompt notice shall promptly assume control of the claim giving rise defense and shall employ counsel of its choice to such obligationhandle and defend the same, at the Indemnitor’s sole cost and expense; provided, however, that BTCS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. The Indemnitee may participate in 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 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 deem appropriate. The Indemnitee’s failure or delay in giving such notice shall only to perform any obligations under this Section 12.2 will not relieve the Indemnitor of its obligations under this section Section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party Party seeking indemnification (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject promptly inform the other Party (the “Indemnitor”) and reasonably cooperate with the Indemnitor in the defense of the Claim, at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to the following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section - will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 8, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) In the event that an Indemnitee is seeking indemnification under this Section 13 to defend12.1, indemnify and hold harmless it shall inform the other party (“Indemnitee”) shall be subject to Indemnitor in writing of the following: (a) Indemnitee shall provide Indemnitor with prompt relevant claim as soon as reasonably practicable after it receives notice of the claim giving rise Claim, shall permit the Indemnitor to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have assume direction and control of the defense of the Claim, including the right to select defense counsel, which counsel shall be reasonably satisfactory to the Indemnitee, and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation as reasonably requested by the Indemnitor (at the expense of the Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim the Claim. The failure or suit at its own expense. delay to so notify the Indemnitor shall notnot relieve the Indemnitor of any obligation or liability that it may have to the Indemnitee except to the extent that the Indemnitor demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. In no event may the Indemnitor compromise or settle any Claim in any manner that admits fault or wrongdoing on the part of any Indemnitee, incurs non-indemnified liability on the part of any Indemnitee, adversely affects any of the intellectual property rights subject to this Agreement or otherwise adversely affects either Party’s ability to Develop or Commercialize Licensed Products hereunder, without the prior written consent of the Indemnitee, . No Indemnitee shall enter into any settlement that reasonably can be expected of any claim subject to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnification under this Section 12.1 without the prior written consent of the Indemnitor with respect thereto.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 9 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld or delay delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in giving conducting the defense of such notice shall only relieve Indemnitor action, suit, or proceeding by reason of its obligations recognized claims for indemnity under this section Section 9, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 9, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise than under this Section 9.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 1.10 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 1.10, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided, further, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 1.10, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 1.10, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 1.10.

Indemnification Procedure. The obligations Each Party shall promptly notify the other Party in writing of each party (“Indemnitor”) any claim for which such Party believes it is entitled to be indemnified under this Section 13 to defend, indemnify and hold harmless MSA. The Party seeking indemnification (the other party (“Indemnitee”) shall be subject cooperate with the other Party (the “Indemnitor”), at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. The Indemnitee shall make no admission of liability or quantum nor agree any settlement of disposal of any claim without the Indemnitor’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claim, the Indemnitee shall have the right, but no obligation, to defend against such claim, including settling such claim after giving notice to the following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 13 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 13, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party against whom a claim that is subject to indemnification hereunder is brought (in this context, the “Indemnified party”) agrees to promptly notify the indemnifying party (in this context, the “IndemnitorOther party”) in writing, of any claims asserted against the Indemnified party to which the Indemnified party is entitled to indemnification hereunder, provided that any failure by the Indemnified party to give notice as provided herein shall not relieve the Other party of its obligations under this Section 13 to defend, indemnify and hold harmless the other 13. The Indemnified party (“Indemnitee”) shall be subject deliver to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise Other party any appropriate court document or other document relating to such obligation; claim. The Other party shall control the investigation, trial, defense and settlement of any such lawsuit or action and any appeal arising therefrom and shall employ or engage attorneys of its own choice, provided, however, that any failure no settlement shall include an admission of liability on the part of the Indemnified party without its prior written consent, which consent shall not be unreasonably withheld. The Indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or delay in giving such notice action and an appeal arising therefrom. The Indemnified party shall only relieve Indemnitor of its obligations under this section provide full reasonable cooperation to the extent it reasonably demonstrates that its defense or settlement Other party at all times during the pendency of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall notlawsuit including, without limitation, providing the consent of Other party with all available information, access to personnel and documents concerning the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayclaim.

Indemnification Procedure. The obligations In the case of each party (“Indemnitor”) any claim for indemnification brought under this Section 13 to defendparagraph 7, indemnify and hold harmless the other party Buyer Indemnitee or the Seller Indemnitee, (“an "Indemnitee”") , as the case may be, shall be subject to give the following: Buyer or Seller (a) Indemnitee shall provide Indemnitor with the "Indemnitor"), as the case may be, reasonably prompt notice of the claim giving Losses which give rise to such obligationclaim; provided, however, that any the failure or delay in giving such notice to so notify the Indemnitor shall only relieve Indemnitor of its obligations under this section to not affect the extent it reasonably demonstrates that its defense or settlement obligation of the claim or suit was adversely affected thereby; (b) Indemnitor to indemnify the Indemnitee hereunder unless the Indemnitor shall have control of the defense and of all negotiations for settlement of been materially prejudiced by such claim or suit; and (c) Indemnitee shall cooperate with failure to so notify. The Indemnitor in the defense or settlement of any such claim or suitshall, provided that Indemnitee shall at its option, be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject entitled to clause (b) above, Indemnitee may participate in assume the defense of any action, suit or proceeding ("Action") related to such claim or suit at its sole cost and expense and with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee shall have the right to participate in such defense at its own expense. If the Indemnitor fails to defend any Action, any defense by the Indemnitee thereof shall not, without be at the consent sole cost and expense of the IndemniteeIndemnitor. The party defending an Action shall control the conduct thereof. The Parties agree to make available to each other, enter into their counsel and accountants, any settlement that information and documents reasonably can be expected available to them which relate to such Action and their employees, and the Parties hereto agree to render to each other such assistance as they may reasonably require a material affirmative obligation of, result of each other in order to insure the proper and adequate defense of any ongoing material liability to or materially prejudice Indemnitee in any wayAction.

Indemnification Procedure. The obligations Any indemnification claims hereunder respect of each a party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party or its affiliated persons or entities shall be asserted by Ordering Activity (“Indemnitee”) shall be subject to the following: (a) in accordance with this Section 8.c. Indemnitee shall provide Indemnitor 3DR(“Indemnitor”) with prompt written notice of the Third Party claim giving rise to such obligationindemnification claim and forward all related documents to Indemnitor. No failure to so notify Indemnitor shall relieve Indemnitor of its obligations hereunder except to the extent that Indemnitor can demonstrate damages or prejudice attributable to such failure. If Indemnitor acknowledges its indemnification obligation in writing, then Indemnitor shall defend the case at its own expense; provided, however, that Indemnitee reserves the right to be represented by counsel at its own expense at any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense proceeding or settlement discussions related thereto. Indemnitor may settle any claim subject to its indemnification obligations hereunder without Indemnitee’s written consent only if such settlement (i) includes a release of the claim all covered claims pending against Indemnitee or suit was adversely affected therebyits applicable affiliated person or entity; (bii) Indemnitor shall have control contains no admission of the defense and of all negotiations for settlement of such claim liability or suitwrongdoing by Indemnitee or its applicable affiliated person or entity; and (ciii) does not impose any obligations upon Indemnitee shall cooperate with Indemnitor in the defense or settlement of its applicable affiliated person or entity other than an obligation to stop using any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayinfringing items.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to 12.1 or 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other 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 following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action 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 provide Indemnitor with prompt have the right, but no obligation, to defend against such Action, including settling such Action after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless Each Party shall promptly notify the other party Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 (By SDSA) or Section 12.2 (By You). The Party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in 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 Indemnitee without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall provide Indemnitor with prompt have the right, but no obligation, to defend against such Action, including settling such Action after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 12.3 (Indemnification Procedure) will not relieve the Indemnitor of its obligations under this section Section 12 (Indemnification), except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) above indemnities shall be ------------------------- subject to the following: following procedures: (ai) The party receiving the indemnity ("Indemnitee") will promptly notify the party with the indemnity obligation ("Indemnitor") of any third party claim, action or demand after the Indemnitee shall provide Indemnitor with prompt receives notice of the claim giving rise to such obligationthereof; provided, however, that any failure or delay in giving to provide such notice notification shall only relieve Indemnitor not reduce or otherwise affect the obligations of its obligations under this section the Indemnitor, except to the extent it reasonably demonstrates that such failure or delay shall have materially prejudiced the Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof. (ii) The Indemnitor, at its defense expense, shall pay, compromise, settle or otherwise dispose of any such claim; provided, however, that no compromise, settlement or disposal of such claim shall be entered into without the prior written consent of the claim or suit was adversely affected thereby; Indemnitor, which consent shall not be unreasonably withheld. (biii) Indemnitor shall have sole control of over the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitbut in any action defended by Indemnitor, provided that Indemnitee shall at all times have the right to employ its own counsel; provided, however that the fees and expenses of such counsel shall be reimbursed for all reasonable out-of-pocket expenses incurred Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in connection with the defense of any such claim or suit at its own expenseclaims. Indemnitor In such event, such fees and expenses shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayborne by Indemnitor.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim with counsel mutually satisfactory to the parties; provided, however, that if any failure party reasonably determines that there may be a conflict between the position of Borrower or delay Lender in giving conducting the defense of such notice shall only relieve Indemnitor action, suit or proceeding by reason of its obligations recognized claims for indemnity under this section Section 7, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interests of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 7, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 7.

Indemnification Procedure. The obligations To be eligible to be so Indemnified as described in this Section 9.10, each of each party the Indemnitees seeking to be Indemnified shall provide Ohr (the “IndemnitorIndemnifying Party”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of any claim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to Section 9.10, as the case may be, and the exclusive ability to defend such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor claim (with the reasonable cooperation of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (bIndemnitee(s)). Each Indemnitee(s) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitright to retain its own counsel, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense, if representation of the counsel of the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Indemnitor Neither the Indemnitee(s) nor the Indemnifying Party shall notsettle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification is sought, without the prior written consent of the other Party (not to be unreasonably withheld or delayed); provided however, that the Indemnifying Party shall have the right to settle or compromise any claim for losses without such prior written consent if the settlement or compromise provides for a full and unconditional release of the Indemnitee(s) and is not materially prejudicial to any Indemnitee, enter into ’s rights. The Indemnifying Party’s obligation to Indemnify the lndemnitee(s) pursuant to this Section 9.10 shall not apply to the extent of any settlement Losses (a) that reasonably can be expected to require a material affirmative obligation of, result in arise from the gross negligence or intentional misconduct of any ongoing material liability to Indemnitee; or materially prejudice (b) that arise from the breach by any Indemnitee in any wayof this Agreement.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Notice of Claim. Whenever any claim (a "CLAIM") shall arise for indemnification under this Article 5, the Indemnitee shall provide promptly give written notice to the Indemnitor and each other party hereunder with prompt respect to the Claim, which notice of shall include the claim giving rise facts constituting the basis for the Claim. Notwithstanding the foregoing, the failure to such obligation; provided, however, that any failure or delay in giving timely give such notice shall only not relieve the Indemnitor of its obligations from any obligation under this section Agreement, except to the extent it reasonably demonstrates extent, if any, that its defense the Indemnitor is materially prejudiced thereby. In the event of any Claim resulting from or settlement in connection with any claim or legal proceedings by a third party, the notice to the Indemnitor shall specify, if known, the amount or an estimate of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control amount of the defense and of all negotiations for settlement of such claim or suit; and (c) liability arising therefrom. The Indemnitee shall cooperate with Indemnitor in the defense not settle or settlement of compromise any such claim or suit, provided that Indemnitee shall be reimbursed by any third party for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject which it is entitled to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall notindemnification hereunder, without the prior written consent of the Indemnitee, enter into any settlement that reasonably can Indemnitor (which consent will not be expected to require a material affirmative obligation of, result unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnitor shall not have taken control of such suit after notification thereof as provided in any ongoing material liability to or materially prejudice Indemnitee in any waySection 5.3(c) hereof.

Indemnification Procedure. The obligations of each party (“Indemnitor”) In the event that Par intends to claim indemnification under this Section 13 Article 9, Par shall promptly notify Optimer in writing of any claim, complaint, suit, proceeding or cause of action in respect of which Par intends to defendclaim such indemnification (for purposes of this Article 8, indemnify each a "Claim"), and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor Optimer shall have sole control of the defense and of all negotiations for and/or settlement of such claim or suitthereof; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee Par shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject have the right to clause (b) aboveparticipate, Indemnitee may participate in the defense of any such claim or suit at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. Indemnitor The indemnification under this Article 9 shall not, not apply to amounts paid with respect to settlement of any Claim if such settlement is effected without the consent of Optimer, which consent will not be unreasonably withheld or delayed. The failure to deliver written notice to Optimer within a reasonable period of time after the Indemniteecommencement of any such claim, enter into suit or proceeding, if prejudicial to its ability to defend such action, shall relieve Optimer of any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in Par under this Article 9, but the omission to so deliver written notice to Optimer shall not relieve Optimer of any wayliability to Par otherwise than under this Article 9. Without limiting the foregoing, Par shall keep Optimer fully informed of the progress of any Claim for which it intends to claim indemnification under this Article 9. Par under this Article 9, and its employees, at Optimer's request and expense, shall provide full information and reasonable assistance to Optimer and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. The obligations of each Promptly after receipt by an ------------------------- indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 7 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 7, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 7, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 7.

Indemnification Procedure. The obligations of each party A Party (the “Indemnitee”) that intends to claim indemnification under this Section 8 will promptly notify the other Party (the “Indemnitor”) under this Section 13 in writing of any claim, action or proceeding in respect of which the Indemnitee intends to defendclaim such indemnification (each a “Claim”), indemnify and hold harmless the other party (“Indemnitee”) shall be subject Indemnitor will have the right to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for and/or settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitClaim, provided that the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject will have the right to clause (b) aboveparticipate, Indemnitee may participate in the defense of any such claim or suit at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The Indemnitor shall will not, without the prior written consent of the Indemnitee, enter into any settlement or agree to any disposition of the applicable Claim that reasonably can be expected imposes any conditions or obligations on the Indemnitee. The failure to require deliver written notice to the Indemnitor within a material affirmative obligation of, result in reasonable period of time after the commencement of any ongoing material such Claim will not relieve such Indemnitor of any liability to the Indemnitee under this Section 8 except to the extent such failure is prejudicial to the Indemnitor’s ability to defend such Claim. The Indemnitee and its Representatives, at the Indemnitor’s request and expense, will provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to the applicable Claim subject to indemnification. It is understood that only a Party may claim indemnification under this Section 8 (on its own behalf or materially prejudice Indemnitee in any wayon behalf of its Affiliates or their respective Representatives), and such Party’s Affiliates and their respective Representatives may not directly claim indemnification hereunder.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 11.01 or Section 11.02, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent, which shall not be subject 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 following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations Buyer shall, at the latest after 30 business day after have learned of each the relevant facts, provide the Sellers with notice of all third party (“Indemnitor”) under this Section 13 to defendactions, indemnify and hold harmless the other party (“Indemnitee”) shall be suits, proceedings, claims, demands or assessments subject to the following: indemnification provisions of this Article 8 (a) Indemnitee collectively “Third Party Claims”), brought at any time following the Closing Date of this Agreement, and shall provide Indemnitor with prompt notice of the claim giving rise otherwise make available all relevant information material to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any Third Party Claims. The Sellers shall have the right to elect to participate in the defence of any such Third Party Claim at their sole expense, and no claim shall be settled or suit at its own expense. Indemnitor shall not, compromised without the consent of the IndemniteeSellers unless the Sellers shall have failed, enter into after the lapse of a reasonable time, but in no event more than 30 (thirty) days, after receiving notice of such a Third Party Claim, to participate in the defence of the same. If the Sellers wishes, it may control the defence of such litigation, at its own expense, insofar as such a claim relates to the liability of the Sellers. The Buyer’s failure to give notice in time or to provide copies of documents or to furnish relevant data in connection with any settlement that reasonably can be expected Third Party Claim shall constitute a defense (in part or in whole) to require a material affirmative obligation ofany claim for indemnification for the Sellers, even if such failure shall not result in any ongoing material liability prejudice to or materially prejudice Indemnitee in the Sellers. Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice from the Buyer to the Sellers; any wayfailure to give such notice will waive the rights of the Buyer even if the rights of the Sellers are not actually prejudiced.

Indemnification Procedure. The obligations of each A Party that intends to claim indemnification under this Article 12 (the “Indemnitee”) will promptly notify the indemnifying party (the “Indemnitor”) under in writing of any Third Party claim, suit or proceeding included within the indemnification described in this Section 13 to defend, indemnify and hold harmless the other party (Article 12(each a “IndemniteeClaim”) shall be subject with respect to which the following: (a) Indemnitee shall provide intends to claim such indemnification, and the Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall will have sole control of the defense and of all negotiations for settlement of such claim Claim. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Article 12 solely to the extent such failure is prejudicial to the Indemnitor’s ability to defend such Claim. The Indemnitor will not enter into any settlement of such Claim that admits fault, wrongdoing or suit; and (c) damages without the Indemnitee’s prior written consent, which consent will not to be unreasonably withheld or delayed. The Indemnitee shall cooperate will have the right to participate, at its own expense, with Indemnitor counsel of its own choosing in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred Claim. The indemnification under this Article 12will not apply to amounts paid in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense settlement of any Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the prior written consent of the IndemniteeIndemnitor. The Indemnitee under this Article 12, enter into any settlement that reasonably can be expected and its employees, at the Indemnitor’s request and expense, will provide full information and reasonable assistance to require a material affirmative obligation of, result in any ongoing material liability the Indemnitor and its legal representatives with respect to or materially prejudice Indemnitee in any wayClaims.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to Section 11. The party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice/reasonably acceptable to the following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any 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 Claim, the Indemnitee shall provide Indemnitor with prompt have the right, but no obligation, to defend against such Claim including settling such Claim after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 11.4 will not relieve the Indemnitor of its obligations under this section Section 11, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party (“Indemnitor”) A Party that intends to claim indemnification under this Section 13 to defend, indemnify and hold harmless Article 12 (the other party (“Indemnitee”) shall be subject promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee intends to claim such indemnification, and the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by IndemnitorClaim. Subject to clause (b) above, The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Indemnitee’s own choice. The indemnity arrangement in this Article 12 shall not apply to amounts paid in settlement of any action with respect to a Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into which consent shall not be unreasonably withheld or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any settlement that reasonably can be expected action with respect to require a material affirmative obligation of, result Claim shall only relieve the Indemnitor of its indemnification obligations under this Article 12 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any ongoing material liability action with respect to or materially prejudice Indemnitee in any waya Claim covered by this indemnification.

Indemnification Procedure. The obligations of each party A Party that intends to claim indemnification (“Indemnitee”) under this Article 12 shall promptly notify the indemnifying Party (“Indemnitor”) under in writing of any third party claim, suit, or proceeding included within the indemnification described in this Section 13 to defend, indemnify and hold harmless the other party Article 12 (each a “IndemniteeClaim”) shall be subject with respect to which the following: (a) Indemnitee shall provide Indemnitor with prompt notice of intends to claim such indemnification, and the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of the Claim; provided that the Indemnitor shall not enter into any settlement that admits the fault of Indemnitee without the prior written consent of Indemnitee, such claim or suit; and (c) consent not to be unreasonably withheld. The Indemnitee shall cooperate have the right to participate, at its own expense, with Indemnitor counsel of its own choosing in the defense or settlement of any such claim or suit, provided that Indemnitee the Claim. The indemnification obligations under this Article 12 shall be reimbursed for all reasonable out-of-pocket expenses incurred not apply to amounts paid in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense settlement of any Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor. The Indemnitee and its employees, enter into any settlement that reasonably can be expected at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to require a material affirmative obligation of, result in any ongoing material liability Indemnitor and its legal representatives with respect to or materially prejudice Indemnitee in any wayClaims.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and genially summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or delay in giving proceeding (such notice shall only relieve Indemnitor of its obligations conflict being related to claims for indemnity under this section Section 13), then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 13, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 13.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 An Indemnified Party shall give prompt written notice to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice Seller of the claim giving rise assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder, although the failure to such obligation; provided, however, that any failure or delay in giving give such notice shall only relieve Indemnitor of its obligations under this section not affect the Indemnified Party's right to indemnification hereunder unless such failure shall materially prejudice Seller’s ability to defend such claim. Seller shall have the right to assume the defense, in consultation and cooperation with the Indemnified Party, in good faith to the extent it reasonably demonstrates that its defense or settlement of appropriate under the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement circumstances, of any such claim action or suit, provided that Indemnitee proceeding at its own expense. If Seller shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject elect not to clause (b) above, Indemnitee may participate in assume the defense of any such claim action or suit proceeding, or fail to make such an election within 20 days after it receives notice pursuant to the first sentence of this Section 13(b), the Indemnified Party may assume such defense at the expense of Seller who DB1/63152084.9 nonetheless may also participate in such defense at its own expense. Indemnitor Seller shall not, without the consent of the Indemnitee, enter into not be liable under Section 13(a) for any settlement that reasonably can effected without its written consent, which consent will not unreasonably be expected withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder. Notwithstanding anything contained herein to require a material affirmative obligation ofthe contrary, result in any ongoing material liability Seller shall be required to indemnify, defend and hold harmless or materially prejudice Indemnitee in any wayreimburse an Indemnified Party under this Section 13 only with respect to those claims as to which such Indemnified Party has given written notice prior to October 31, 2009.

Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action 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 deem appropriate. The Indemnitor's failure to perform any obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless 12.3 will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.Section 12.‌

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim giving rise in respect thereof is to such obligationbe made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure or delay in giving such to deliver written notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement indemnifying party within a reasonable time of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if materially prejudicial to its ability to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense relieve such indemnifying party of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any wayliability that it may have to any indemnified party otherwise than under this Section 2.7.

Indemnification Procedure. The obligations A person that intends to claim indemnification under Section 9.1 or 9.2 of each party this Agreement (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject promptly notify the party from whom it seeks indemnification (the “Indemnitor”) in writing of any claim, lawsuit, or other action in respect of which the Indemnitee intends to claim such indemnification. The Indemnitee shall permit the Indemnitor, at its discretion, to settle any such claim, lawsuit or other action and agrees to the following: (a) Indemnitee shall provide Indemnitor with prompt notice complete control of such defense or settlement by the claim giving rise to such obligationIndemnitor; provided, however, that such settlement does not adversely affect the Indemnitee’s rights hereunder or impose any failure obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights. No such claim, lawsuit or delay in giving such notice other action shall only relieve Indemnitor of its obligations under this section to be settled without the extent it reasonably demonstrates that its defense or settlement prior written consent of the claim or suit was adversely affected thereby; (b) Indemnitor, which consent shall not be unreasonably withheld, and the Indemnitor shall have control of the defense and of all negotiations not be responsible for settlement of such claim any legal fees or suit; and (c) other costs incurred other than as provided herein. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the investigation and defense of any such claim claim, lawsuit or suit at other action covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

Indemnification Procedure. The obligations of each A party (whether a Customer Indemnitee, or a Pluralsight Indemnitee, each an “Indemnitee”) that believes it is entitled to be indemnified pursuant to this Agreement will (i) promptly notify the applicable Party (the “Indemnitor”) in writing of any Claims for which such Party owes an indemnification obligation hereunder, and (ii) cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Claim and will employ counsel to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 13 to defend, indemnify and hold harmless 8.3 will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 8 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. In no event will Indemnitor shall not, settle any Claim without the consent of the Indemnitee, enter into which Indemnitee will not unreasonably withhold, condition, or delay, unless such settlement includes an unconditional release of Indemnitee from all liability and does not contain any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material admission of liability to or materially prejudice Indemnitee in any wayon behalf of Indemnitee.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 12 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 12, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld or delay delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investors in giving conducting the defense of such notice shall only relieve Indemnitor action, suit, or proceeding by reason of its obligations recognized claims for indemnity under this section Section 12, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 12, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise than under this Section 12.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Notice of Claim. Whenever any good faith claim for a Loss is asserted (a "CLAIM") for indemnification under this Article 7, the Indemnitee shall provide promptly give written notice to the Indemnitor and each other party hereunder with prompt respect to the Claim, which notice shall include reliable information of the claim giving rise facts constituting the basis for the Claim, including but not limited to, if feasible, a good faith estimate of the amount of said Claim. Notwithstanding the foregoing, the failure to such obligation; provided, however, that any failure or delay in giving timely give such notice shall only not relieve the Indemnitor of its obligations from any obligation under this section Agreement, except to the extent it reasonably demonstrates extent, if any, that its defense the Indemnitor is materially prejudiced thereby. In the event of any Claim resulting from or settlement in connection with any claim or legal proceedings by a third party, the notice to the Indemnitor shall specify, if known, the amount or an estimate of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control amount of the defense and of all negotiations for settlement of such claim or suit; and (c) liability arising therefrom. The Indemnitee shall cooperate with Indemnitor in the defense not settle or settlement of compromise any such claim or suit, provided that Indemnitee shall be reimbursed by any third party for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject which it is entitled to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall notindemnification hereunder, without the prior written consent of the IndemniteeIndemnitor (which consent will not be unreasonably withheld, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result conditioned or delayed) unless suit shall have been instituted against it and the Indemnitor shall not have taken control of such suit after notification thereof as provided in any ongoing material liability to or materially prejudice Indemnitee in any waySection 7.2(c) hereof.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 11 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 11, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 11, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 11, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise than under this Section 11.

Indemnification Procedure. The obligations of each Each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall be subject to cooperate with the following: other party (athe “Indemnitor”) Indemnitee at the Indemnitor’s sole cost and expense. The Indemnitor shall provide Indemnitor with prompt notice immediately take control of the claim giving rise defense and investigation of such Action and shall employ counsel to such obligation; providedhandle and defend the same, however, that at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any failure or delay in giving such notice shall only obligations under this Section 14.3 will not relieve the Indemnitor of its obligations under this section Section 13 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. Indemnitor Customer shall not, not enter into any settlement without the consent of the IndemniteeProvider unless such settlement specifically and unconditionally releases Provider of all liability. THIS SECTION 13 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, enter into any settlement that reasonably can be expected to require a material affirmative obligation ofTHREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND PROVIDER MATERIALS) INFRINGES, result in any ongoing material liability to or materially prejudice Indemnitee in any wayMISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) above indemnities shall be subject to ------------------------- the following: following procedures: (a) The party receiving the indemnity ("Indemnitee") will promptly notify the party with the indemnity obligation ("Indemnitor") of any third party claim, action or demand after the Indemnitee shall provide Indemnitor with prompt receives notice of the claim giving rise to such obligationthereof; provided, however, that any failure or delay in giving to provide such notice notification shall only relieve Indemnitor not reduce or otherwise affect the obligations of its obligations under this section the Indemnitor, except to the extent it reasonably demonstrates that such failure or delay shall have materially prejudiced the Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof. (b) The Indemnitor, at its defense expense, shall pay, compromise, settle or otherwise dispose of any such claim; provided, however, that no compromise, settlement or disposal of such claim shall be entered into without the prior written consent of the claim or suit was adversely affected thereby; Indemnitor, which consent shall not be unreasonably withheld. (bc) Indemnitor shall have sole control of over the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitbut in any action defended by Indemnitor, provided that Indemnitee shall at all times have the right to employ its own counsel; provided, however that the fees and expenses of such counsel shall be reimbursed for all reasonable out-of-pocket expenses incurred Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in connection with the defense of any such claim or suit at its own expenseclaims. Indemnitor In such event, such fees and expenses shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayborne by Indemnitor.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt 11 of notice of the commencement of any action, such indemnified party will, if a claim giving rise in respect thereof is to be made against an indemnifying party under this Section 11, notify the indemnifying party in writing of the commencement thereof and generally summarize such obligationaction. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a material conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or delay in giving such notice shall only relieve Indemnitor proceeding by reason of its obligations recognized claims for indemnity under this section Section 11, then counsel for such party shall be entitled to conduct the defense to the extent it reasonably demonstrates that its defense or settlement determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement commencement of any such claim or suitaction, provided that Indemnitee if prejudicial to the ability of the indemnifying party to defend such action, shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject relieve such indemnifying party, to clause (b) abovethe extent so prejudiced, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in the indemnified party under this Section 11, but the omission so to notify the indemnifying party will not relieve such party of any wayliability that such party may have to any indemnified party otherwise other than under this Section 11.

Indemnification Procedure. The obligations A Party that intends to claim a right of each party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party indemnification hereunder (“Indemnitee”) shall be subject promptly notify the indemnifying Party (“Indemnitor”) in writing of any third party claim, suit, or proceeding included within the indemnification described in this Article 10 (each a “Claim”) with respect to which the following: (a) Indemnitee shall provide Indemnitor with prompt notice of intends to claim such indemnification, and the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; and (c) the Claim. The Indemnitee shall cooperate have the right to participate at its own expense and with Indemnitor counsel of its own choosing in the defense or settlement of any such claim or suit, provided that Indemnitee the Claim. The indemnification obligations under this Article 10 shall be reimbursed for all reasonable out-of-pocket expenses incurred not apply to amounts paid in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense settlement of any Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor. The Indemnitee and its employees, enter into any settlement that reasonably can be expected at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to require a material affirmative obligation of, result in any ongoing material liability Indemnitor and its legal representatives with respect to or materially prejudice Indemnitee in any wayClaims. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Indemnification Procedure. Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, as the case may be. The obligations of each party seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defend, indemnify and hold harmless shall cooperate with the other party (“Indemnitee”the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall be subject immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of to handle and defend the claim giving rise same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this section Section 9 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. The Indemnitor shall may settle a Claim so long as any settlement (i) does not, without Indemnitee’s prior written approval, (x) involve the consent admission of any wrongdoing by any Indemnitee, (y) restrict any Indemnitee’s future actions, or (z) require any Indemnitee to take any action, including the payment of money, and (ii) includes a full release of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.Indemnitees

Indemnification Procedure. The obligations of each party (“Indemnitor”) under this Section 13 to defendParty seeking indemnification, indemnify and hold harmless as the indemnitee, shall provide the other party (“Indemnitee”) shall be subject to Party, as the following: (a) Indemnitee shall provide Indemnitor with indemnitor, prompt written notice of the claim giving rise to such obligationany Claim for which indemnity is sought.; provided, however, that any failure or delay in giving by the indemnitee to provide such notice shall only relieve Indemnitor of its not affect the indemnitor’s indemnification obligations under this section except to the extent it reasonably demonstrates that its defense the indemnitor’s rights or settlement remedies with respect to a Claim or Damages in connection therewith are materially prejudiced as a result of such failure. If the claim or suit was adversely affected thereby; (b) Indemnitor indemnitor is notified in writing by the indemnitee of such a Claim, the indemnitor shall promptly hire counsel, and will have sole control of the defense and of all negotiations for the compromise or settlement of such claim or suit; a Claim, and (c) Indemnitee shall cooperate with Indemnitor pay any Damages in respect of such Claim and reimburse the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed indemnitee for all its reasonable out-of-pocket expenses incurred in cooperation with and providing assistance to the indemnitor; provided, however, that the indemnitor may not settle any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate such Claim without the indemnitee’s consent if the proposed settlement would be in the defense indemnitee’s name or impose pecuniary or other liability or an admission of fault or guilt on the indemnitee or would require the indemnitee to be bound by an injunction of any such claim or suit at its own expensekind. Indemnitor Consent to settlement shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can not be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayunreasonably withheld.

Indemnification Procedure. The obligations of each A party (theCustomer Indemnitee,“Indemnitee”) that believes it is entitled to be indemnified pursuant to this Agreement will (i) promptly notify the applicable Party (the “Indemnitor”) in writing of any Claims for which such Party owes an indemnification obligation hereunder, and (ii) cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Claim and will employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 13 to defend, indemnify and hold harmless 7(c) will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 7 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. In no event will Indemnitor shall not, settle any Claim without the consent of the Indemnitee, enter into which Indemnitee will not unreasonably withhold, condition, or delay, unless such settlement includes an unconditional release of Indemnitee from all liability and does not contain any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material admission of liability to or materially prejudice Indemnitee in any wayon behalf of Indemnitee.

Indemnification Procedure. The obligations If the Purchaser makes a claim, on behalf of each party itself or any Purchaser Party, for indemnification under this Article 10 (the “Indemnitee”), it shall notify the Stockholder Representative (the “Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim in writing promptly after receiving written notice of any Proceeding against it (if by a third party) or discovering the liability, obligation or facts giving rise to such obligation; providedclaim for indemnification, however, that any failure or delay in giving such which notice shall only relieve Indemnitor of its obligations under this section describe the claim, the amount thereof (if known and quantifiable) and the basis thereof. With respect to any third-party claim, the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor Indemnitee shall have be entitled to assume control of the defense and of all negotiations for settlement of such Proceeding giving rise to an Indemnitee’s claim or suitfor indemnification; and provided that: (ci) Indemnitee shall cooperate with the Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject entitled to clause (b) above, Indemnitee may participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitor; (ii) the Indemnitor shall be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitor if upon petition by the Indemnitor, the appropriate court rules that the Indemnitee failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitee shall control the defense of any such claim or suit at its own expense. Indemnitor claim, the Indemnitee shall not, without obtain the prior written consent of the IndemniteeIndemnitor (which shall not be unreasonably withheld, enter conditioned or delayed) before entering into any settlement that reasonably can be expected of a claim or ceasing to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any waydefend such claim.

Indemnification Procedure. The obligations of each A party that intends to claim indemnification (“Indemnitee”) under this Article 7 shall promptly notify the indemnifying party (“Indemnitor”) under in writing of any Claim included within the indemnification described in this Section 13 Article 7 with respect to defendwhich the Indemnitee intends to claim such indemnification, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have sole control of the defense and of all negotiations for settlement of the Claim, provided that the Indemnitor shall not enter into a defense or settlement that admits the fault of the Indemnitee without the Indemnitee’s prior written consent, such claim or suit; and (c) consent not to be unreasonably withheld. The Indemnitee shall cooperate have the right to participate, at its own expense, with Indemnitor counsel of its own choosing in the defense or settlement of any such claim or suit, provided that Indemnitee the Claim. The indemnification obligations under this Article 7 shall be reimbursed for all reasonable out-of-pocket expenses incurred not apply to amounts paid in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense settlement of any Claim if such claim or suit at its own expense. Indemnitor shall not, settlement is effected without the consent of the IndemniteeIndemnitor, enter into any settlement that reasonably can such consent not to be expected unreasonably withheld. The Indemnitee and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to require a material affirmative obligation of, result in any ongoing material liability Indemnitor and its legal representatives with respect to or materially prejudice Indemnitee in any wayClaims.

Indemnification Procedure. The obligations of each Promptly after receipt by an indemnified party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt of notice of the commencement of any action, the indemnified party shall, if a claim giving rise is to such obligationbe made against an indemnifying party under this Section 13, notify the indemnifying party in writing, of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any failure parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or delay in giving such notice proceeding, then counsel for that party shall only relieve Indemnitor of its obligations under this section be entitled to conduct the defense to the extent it reasonably demonstrates determined by counsel to be necessary to protect the interests of that its defense or settlement party. The failure to notify an indemnifying party promptly of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control commencement of any action, if prejudicial to the ability of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee indemnifying party to defend the action, shall cooperate with Indemnitor in relieve the defense or settlement indemnifying party, to the extent so prejudiced, of any such claim or suitliability to the indemnified party under this Section 13, provided that Indemnitee but the omission to notify the indemnifying party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in not relieve the defense party of any such claim or suit at its own expense. Indemnitor shall not, without liability that the consent of the Indemnitee, enter into party may have to any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayindemnified party otherwise than under this Section 13.

Indemnification Procedure. The obligations Each party shall promptly notify the other party in writing of each any Action for which such party (“Indemnitor”) believes it is entitled to be indemnified under this Section 13 to defend12, indemnify and hold harmless as the other case may be. The party seeking indemnification (the “Indemnitee”) shall be subject cooperate with the other 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 following: (a) Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action 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 provide Indemnitor with prompt have the right, but no obligation, to defend against such Action, including settling such Action after giving notice of to the claim giving rise Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to such obligation; provided, however, that perform any failure or delay in giving such notice shall only obligations under this Section 12(c) will not relieve the Indemnitor of its obligations under this section Section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations Each Party shall promptly give notice to the other Party of each party (“Indemnitor”) any Losses for which the first Party believes it or any of its Indemnitees are entitled to indemnification under this Section 13 to defend, indemnify and hold harmless 12 or any Statement of Work. The Party seeking indemnification shall reasonably cooperate with the other party Party (“Indemnitee”"Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall be subject promptly assume control of the defense of any applicable Actions with counsel reasonably acceptable to the following: (aapplicable Indemnitees. The applicable Indemnitees may participate in the Action(s) Indemnitee with counsel of their own choosing at their own cost and expense. The Indemnitor shall provide not settle any Action without the prior written consent of all applicable Indemnitees, which shall not be unreasonably withheld or delayed. If the Indemnitor with prompt notice fails or refuses to assume control of the claim defense of any applicable Action, the applicable Indemnitees may defend the Action, including settling any such Action after giving rise prior written notice to such obligation; providedthe Indemnitor, however, that with counsel of their own choosing at the Indemnitor's sole cost and expense. The Indemnitees' failure to perform any failure or delay in giving such notice shall only of their obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this section Section 12, except to the extent the Indemnitor can demonstrate with reasonably competent evidence that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. Each party shall promptly notify the other in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2, as applicable. The obligations of each party Party seeking indemnification (the“Indemnitee”) shall reasonably cooperate with the other Party (the “Indemnitor”) at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any 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 Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving written notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 13 to defend, indemnify and hold harmless 11.3 will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 11, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each party To receive the foregoing indemnities, the Party seeking indemnification (“Indemnitee”) must: (i) provide notice to be received by the indemnifying Party (“Indemnitor”) under this Section 13 to defend, indemnify and hold harmless the other party within ten (“10) Business Days of Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt ’s first notice of the claim giving rise to such obligation; providedClaim, provided however, that any failure or delay in giving such providing written notice shall only relieve Indemnitor of its obligations under this section not affect the Indemnitor’s indemnification obligations, except to the extent it reasonably demonstrates that its the Indemnitor is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense or settlement of the claim or suit was adversely affected therebyClaim; (biii) cooperate as reasonably requested by Indemnitor shall have control (at Indemnitor’s expense) in Indemnitor’s defense of the defense and of all negotiations for settlement of such claim or suitClaim; and (civ) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, not enter into any settlement or compromise of such Claim defended by Indemnitor without the express written authorization of Indemnitor. Indemnitor shall not settle or compromise a Claim without Indemnitee’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless: (i) the sole relief provided in such settlement or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) such settlement or compromise does not include any finding or admission of a violation by Indemnitee of any Laws or third patty’s rights; or require any changes in the Indemnitor’s or Indemnitee’s business practices that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any waywould impair performance of either Party’s obligations under this Agreement.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under A Party entitled to indemnification pursuant to this Section 13 to defend, indemnify and hold harmless (the other party (“Indemnitee”) shall be subject promptly notify the other Party from whom indemnity is sought (the “Indemnitor”) in writing of any Claims covered by this indemnity. Promptly after receipt of such notice, the Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the following: (a) Indemnitee. If the Indemnitor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of the Indemnitee, a direct or indirect conflict of interest exists between the Parties with respect to the Claim, the Indemnitee shall provide Indemnitor with prompt notice of have the claim giving rise right to such obligation; providedundertake the defense, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense compromise and of all negotiations for settlement of such claim or suit; Claim for the account and (c) Indemnitee shall cooperate with Indemnitor in at the defense or settlement expense of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor. Subject to clause (b) aboveNotwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of any such claim or suit action by employing counsel at its own expense, without waiving the Indemnitor’s obligation to indemnify and defend. The Indemnitor shall not, not compromise any Claim or consent to the entry of any judgment without the consent an unconditional release of all liability of the Indemnitee, enter into any settlement that reasonably can be expected Indemnitee to require a material affirmative obligation of, result in any ongoing material liability to each claimant or materially prejudice Indemnitee in any wayplaintiff.

Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The obligations of each party seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defend, indemnify and hold harmless shall cooperate with the other party (“the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in 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 Indemnitee without the Indemnitee”) 's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall be subject have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the following: (a) Indemnitor, in each case in such manner and on such terms as the Indemnitee shall provide Indemnitor with prompt notice of may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 12.3 will not relieve the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 12, except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayfailure.

Indemnification Procedure. The obligations of each A party (theCustomer Indemnitee,“Indemnitee”) that believes it is entitled to be indemnified pursuant to this Agreement will (i) promptly notify the applicable Party (the “Indemnitor”) in writing of any Claims for which such Party owes an indemnification obligation hereunder, and (ii) cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and investigation of such Claim and will employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 13 to defend, indemnify and hold harmless 7(c) will not relieve the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section Section 7 except to the extent that the Indemnitor can demonstrate that it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement has been materially prejudiced as a result of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitorfailure. Subject to clause (b) above, The Indemnitee may participate in and observe the defense of any such claim or suit proceedings at its own expensecost and expense with counsel of its own choosing. In no event will Indemnitor shall not, settle any Claim without the consent of the Indemnitee, enter into which Indemnitee will not unreasonably withhold, condition, or delay, unless such settlement includes an unconditional release of Indemnitee from all liability and does not contain any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material admission of liability to or materially prejudice Indemnitee in any way.on behalf of Indemnitee.‌

Indemnification Procedure. The obligations of each No party shall be required to indemnify any Indemnified Person with respect to any claim under Section 6.01 above unless the Indemnified Person seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defend, indemnify and hold harmless shall notify the other party (“Indemnitee”the "Indemnitor") of such claim, shall be subject provide the Indemnitor with a copy of any relevant documents with respect to such claim, and shall otherwise make available to the following: (a) Indemnitee shall provide Indemnitor all relevant material information with prompt notice of the claim giving rise respect to such obligationclaim; provided, however, that the Indemnitee's failure to give notice or to provide copies of documents or to furnish relevant information shall not constitute a defense (in whole or in part) to any failure or delay in giving such notice shall claim by the Indemnitee against the Indemnitor except and only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that such failure by the Indemnitee shall result in a material prejudice to the Indemnitor. The Indemnitor, at its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor sole cost and expense, shall have control of the defense and of all negotiations for settlement of such right to defend against any claim brought by a third party, either in its own name or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent name of the Indemnitee, enter into as may be required, and the Indemnitee, at its sole cost and expense, shall have the right to participate in such defense. The Indemnitee shall not settle or compromise any settlement that reasonably can be expected third party claim unless it shall first obtain the written consent of the Indemnitor (provided such consent is not unreasonably withheld or delayed) or unless suit shall have been instituted against the Indemnitee and the Indemnitor shall have failed, after the lapse of a reasonable time after written notice to require a material affirmative obligation ofit of such suit, result in any ongoing material liability to take action to defend the same or materially prejudice unless the Indemnitor shall have failed to notify the Indemnitee in any waywriting of its intention to contest the claim within twenty (20) days of the giving of the above notice from the Indemnitee to the Indemnitor.

Indemnification Procedure. The obligations of each With respect to any indemnity action or Claim, the party seeking indemnification (“Indemnitor”the "Indemnitee") under this Section 13 to defendshall, indemnify and hold harmless with reasonable promptness, provide the other party (“Indemnitee”) the "Indemnitor"), with copies of any claims or other documents received and shall otherwise make available to the Indemnitor all relevant information material to the defense of any claim against the Indemnitee or which may serve as the basis for a claim by the Indemnitee -45- pursuant to the terms hereof. The Indemnitee shall have the right to choose counsel, which counsel shall be of good professional standing with experience and expertise in the subject matter of the claim. The Indemnitor shall have the election to join in the following: (a) defense of any litigation against Indemnitee in respect of such claim and the Indemnitee shall provide Indemnitor with prompt notice not settle or compromise any such litigated claim unless it shall first obtain the written consent of the claim giving rise Indemnitor or unless suit shall have been instituted against the Indemnitee and the Indemnitor shall have failed, after the lapse of a reasonable time after written notice to him of such obligationa suit, to take action to defend the same; provided, however, that the Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data shall not constitute a defense (in part or in whole) to any failure or delay in giving such notice shall claim by the Indemnitee against the Indemnitor, except and only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of such failure by the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor result in a material prejudice to the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the The defense of any such claim or suit shall at its own expense. Indemnitor shall not, without all times be guided by the consent objective of keeping the Indemnitee, enter into any settlement that reasonably can be expected financial exposure of all the parties to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayminimum.

Indemnification Procedure. The obligations of each party (“Indemnitor”) under To be eligible to be so Indemnified as described in this Section 13 9.10, each of the Indemnitees seeking to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee Indemnified shall provide Indemnitor Ohr (the "Indemnifying Party") with prompt notice of any claim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to Section 9.10, as the case may be, and the exclusive ability to defend such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to claim (with the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (breasonable cooperation ofIndemnitee(s)) Indemnitor . Each Indemnitee(s) shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitright to retain its own counsel, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense, if representation of the counsel of the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Indemnitor Neither the Indemnitee(s) nor the Indemnifying Party shall notsettle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification is sought, without the prior written consent of the other Party (not to be unreasonably withheld or delayed); provided however, that the Indemnifying Party shall have the right to settle or compromise any claim for losses without such prior written consent if the settlement or compromise provides for a full and unconditional release of the Indemnitee(s) and is not materially prejudicial to any Indemnitee, enter into 's rights. The Indemnifying Party's obligation to Indemnify the Indemnitee(s) pursuant to this Section 9.10 shall not apply to the extent of any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.15

Indemnification Procedure. The obligations of each A party (the “IndemnitorIndemnitee”) intending to claim indemnification under this Section 13 to defend, indemnify and hold harmless Agreement shall promptly notify the other party (the “IndemniteeIndemnitor”) shall be subject ), in writing, of any action, claim or other matter in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligationindemnification; provided, however, that any the failure or delay in giving to provide such notice within a reasonable period of time shall only not relieve the Indemnitor of any of its obligations under this section hereunder except to the extent it reasonably demonstrates that its the Indemnitor is materially prejudiced by such failure. The Indemnitor shall be entitled to control the defense of and/or settle any such action, claim or other matter. The Indemnitee agrees to the complete control of such defense or settlement of by the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for Indemnitor, provided, however, any settlement of such claim or suit; claims shall require the Indemnitee’s prior written consent unless such settlement includes a full release of the Indemnitee, in which case no consent shall be required. The Indemnitee and (c) Indemnitee its directors, officers, employees and agents shall cooperate co-operate fully with the Indemnitor and its legal representatives in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the investigation and defense of any such action, claim or suit other matter covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

Indemnification Procedure. The obligations In order to receive the benefits of each party the ------------------------- indemnity under Sections 16.1, or 16.2, as applicable, the INTEGRILIN PARTNERS Indemnitee or the GENENTECH Indemnitee (“either, an "Indemnitee") must: (i) give the indemnifying Party or Parties (the "Indemnitor”") under this Section 13 to defend, indemnify and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt written notice of any claim or potential claim promptly after the claim giving rise Indemnitee receives notice thereof; provided that failure of the -------- Indemnitee to such obligation; provided, however, that any failure or delay in giving provide such notice shall only relieve Indemnitor of its obligations not constitute a waiver of, or result in the loss of, such party's right to indemnification under this section Agreement, except in the event that the Indemnitor's rights, and/or its ability to the extent it reasonably demonstrates that its defense defend against or settlement of the settle such claim or suit was adversely affected thereby; potential claim, are materially prejudiced by such failure to notify; (bii) allow the Indemnitor shall have to assume the control of the defense and of settlement (including all negotiations for settlement of such claim or suit; decisions relating to litigation, defense and (cappeal) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suitclaim, provided that provided, that: (a) the Indemnitor has confirmed its indemnification obligation to the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause under this Article 16, and (b) above, no such settlement may materially adversely affect the rights or obligations of the Indemnitee may participate under this Agreement without the Indemnitee's prior written consent; and (iii) reasonably cooperate with the Indemnitor in the its defense of any such the claim or suit at its own expense. Indemnitor shall not(including, without limitation, making documents and records available for review and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the consent Securities and Exchange Commission pursuant to Rule 24b-2 of the IndemniteeSecurities Exchange Act of 1934, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any wayas amended.