Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. (i) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (i) The party seeking indemnification under this Article X (In the "Indemnified Party") shall, promptly after the Indemnified event either Party has notice or knowledge learns of any proposed settlement, agreement, claim, liability, demand or cause of action relating to this Agreement or proceeding giving rise the performance hereunder, which said Party shall determine, in its sole discretion, that the other Party may be liable therefor, said Party shall promptly notify the other Party. If indemnity is required by any of the terms of this Agreement, the indemnifying Party shall have the right to such claim for indemnificationcontrol all litigation and shall defend the other and pay all settlements, give judgments, costs, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or unrelated, similar or dissimilar to the party obliged foregoing, incident thereto. Each Party, if requested, agrees to provide indemnification hereunder (cooperate with the "Indemnitor") a notice (a "Claim Notice") describing other in reasonable detail the facts giving rise to its claim for indemnification hereunderany defense, and the indemnifying Party shall include reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified Party shall have the right to counsel of its own choosing and at its sole expense participate in any such Claim Notice (if then known) litigation. Notwithstanding the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; providedforegoing, however, that the failure to so notify the Indemnitor neither Party shall not affect the indemnity made hereunder effect settlement of or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of compromise any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding proceedings without having obtained the prior written consent of the Indemnitorother Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed unless delayed; provided that the indemnifying Party may settle or compromise any such Indemnified Party waives its right to be indemnified under this Section. Without claim if the prior written consent settlement or compromise (a) requires solely the payment of money damages by the indemnifying Party, and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified indemnified Party from all liability or claims that are the subject matter in respect of such proceedingclaim. Provided that an Indemnified If the indemnified Party has complied with this Section 10.02 in all material respectsdoes not consent to a settlement which the indemnifying Party is willing to accept, if such Indemnified Party then the indemnifying Party’s liability shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject limited to the indemnity set forth hereinamount for which the claim could have been settled provided, such settlement does not require the Indemnified indemnified Party shall be entitled to a prompt reimbursement forego any property rights other than the amount of such amount from payment of the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyproposed settlement.

Indemnification Procedure. (i) The party seeking Any person who is claiming indemnification under this Article X from Parent pursuant to the provisions of Section 8.01, or from the Services Manager pursuant to the provisions of Section 8.02 (the "“Indemnified Party"Person”) shall, shall promptly after the Indemnified Party has notice or knowledge deliver a written notification of any proposed settlement, agreement, claim, action or proceeding giving rise to such each claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") accompanied by a notice (a "Claim Notice") describing copy of all papers served, if any, and specifying in reasonable detail the facts giving rise to its nature of, basis for and estimated amount of the claim for indemnification hereunderto Parent or the Services Manager, and as applicable (the “Indemnifying Party”). If an Indemnified Person fails to promptly notify the Indemnifying Party, then the obligation to indemnify shall include in such Claim Notice (if then known) the amount or method of computation of be reduced by the amount of liability that is attributable to or becomes definite as a result of the claimdelay in notification, and if the delay in notification has resulted in a reference material increase in liability or actual prejudice to the clause Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of Section 10.01 hereof upon any matter for which such a claim of indemnification is basedmade 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 the failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Partynot, except and only to with the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitoreach Indemnified Person, which consent will shall not be unreasonably withheld or delayed unless such Indemnified Party waives its right delayed, consent to be indemnified under this Section. Without the prior written consent entry of any judgment, or enter into any settlement, that does not include the giving by the claimant or plaintiff to the Indemnified Party, the Indemnitor shall not effect any settlement Person of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject respect to the indemnity set forth hereinclaim or litigation. Each Indemnified Person shall cooperate in providing information, formulating a defense or as otherwise reasonably requested by the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party.

Indemnification Procedure. (i) 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 14.1 or Section 14.2. The party Party seeking indemnification under this Article X (the "Indemnified Party"“Indemnitee”) shallshall cooperate with the other Party (the “Indemnitor”), at the Indemnitor’s sole cost and expense. The Indemnitee shall promptly after (and in any event within any applicable deadlines) inform the Indemnified Party has notice or knowledge Indemnitor of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderClaim, and shall include not make any admission of liability in such Claim Notice (if then known) the amount respect or method of computation of the amount of the claimit, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder nor compromise or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below settle or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with arrangement in respect to any actionof it, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will Indemnitor (not to be unreasonably withheld or delayed unless delayed). The Indemnitor shall promptly assume control of the defense and investigation of such Indemnified Party waives Claim and shall employ counsel of its right choice to be indemnified under this Sectionhandle and defend the same, at the Indemnitor’s sole cost and expense. Without 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 materially adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent (save that nothing in this clause 14.3 shall operate to prevent Exasol taking the mitigation measures described in clause 14.4). If the Indemnitor fails or refuses to assume control of the Indemnified Partydefense of such Claim, the Indemnitor Indemnitee shall not effect any settlement of any claim or pending or threatened proceeding in respect of which have the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Partyright, unless but no obligation, to defend against such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of Claim, including settling such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority Claim after giving notice to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, in each case in such manner and on such terms as the provisions of Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 10.02 shall otherwise apply14.3 will not relieve the Indemnitor of its obligations under this Section 14, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

Indemnification Procedure. (ia) The party A Person seeking defense and indemnification under this Article X Section 11 (the "“Indemnified Person”) will promptly notify the Party from whom defense and indemnification is being sought (the “Indemnifying Party"”) shallin writing, promptly after describing the circumstances, in reasonable detail, for which it seek defense and indemnification. (b) Upon notice of a Claim, the Indemnifying Party will immediately assume the investigation and defense of such Claim, and, in connection therewith, will employ counsel of its own choosing at its sole cost and expense. At the Indemnifying Party’s request and expense, the Indemnified Party has notice or knowledge Person will provide reasonable cooperation in connection with the investigation and defense of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedClaim; provided, however, that the Indemnified Person will not be required to disclose any confidential information which it does not have the right to disclose or to waive any privilege. The Indemnified Person may also participate in and observe (but not control) the investigation and defense of such Claim, at its own cost and expense and with counsel of its choosing. (c) If the Indemnifying Party fails to defend a Claim hereunder within a reasonable amount of time after receiving notice thereof, the Indemnified Person will have the right, but not the obligation, and without waiving any of its other rights hereunder, to undertake the defense of and to compromise or settle such Claim, on behalf of and at the risk and expense of the Indemnifying Party. (d) The Indemnifying Party will not settle any Claim in a manner that adversely affects the rights or assets, or restrains or interferes with the business or operations of, the Indemnified Person or its Affiliates, or which involves an admission of liability of behalf of the Indemnified Person or its Affiliates, or imposes any obligation upon the Indemnified Person that the Indemnifying Party does not discharge, in each case without the Indemnified Person’s prior written consent (which shall not be unreasonably withheld). (e) An Indemnified Person’s failure to so notify the Indemnitor shall perform any obligations under this Section 11.4 will not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified diminish an Indemnifying Party’s obligations hereunder, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be the Indemnifying Party can demonstrate that it has been materially prejudiced by as a result of such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (i) The Promptly after receipt by the indemnified party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has of notice or knowledge of any proposed settlementaction, agreementproceeding, claim, action or proceeding giving potential claim (any of which is hereinafter individually referred to as a "Claim") which could give rise to such claim for indemnification, give a right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, the indemnified party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The indemnifying party shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by counsel of its own selection. The indemnified party shall include reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the defense of the Claim, the indemnified party shall have the right, at their own expense, to participate in the defense of such Claim. The indemnifying party shall not enter into any settlement with respect to such Claim Notice (if then known) without the amount indemnified party's prior written consent, which consent shall not be unreasonably withheld, delayed or method of computation conditioned. In the event that the indemnifying party shall decline to take over the defense of the amount Claim, the indemnified party shall have the right to assume the defense of the claimClaim and to resolve the Claim as it finds appropriate, and a reference to the clause of Section 10.01 hereof upon which such claim is basedin its reasonable opinion; provided, however, that the failure to so notify the Indemnitor indemnified party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding such Claim without the indemnifying party 's prior written consent of the Indemnitorconsent, which consent will shall not be unreasonably withheld withheld, delayed, or delayed unless such Indemnified Party waives its right to be indemnified conditioned. In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.2 of this Section. Without the prior written consent of the Indemnified PartyAgreement, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a indemnified party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount recover from the Indemnitor, and the provisions of this indemnifying party as provided in Section 10.02 shall otherwise apply6.2.

Indemnification Procedure. Each Party’s agreement to indemnify, defend, and hold harmless under Section 11.1 or 11.2, as applicable, is conditioned upon the indemnified party (ia) The party seeking indemnification under this Article X providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified matter as soon as reasonably possible, and in any event no later than within thirty (the "Indemnified Party"30) shall, promptly days after the Indemnified indemnified Party has notice or actual knowledge of any proposed settlement, agreement, such claim, action demand or proceeding giving rise action, (b) permitting the indemnifying Party to such claim for indemnificationassume control over the investigation of, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderpreparation and defense against, and shall include in settlement or voluntary disposition of any such Claim Notice (if then known) the amount or method of computation of the amount of the claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and a reference to settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the clause of Section 10.01 hereof upon indemnifying Party’s prior written consent, which such claim is basedconsent shall not be unreasonably withheld; provided, however, that if the failure party entitled to so indemnification fails to promptly notify the Indemnitor shall not affect indemnifying Party pursuant to the indemnity made hereunder or relieve foregoing clause (a), the Indemnitor indemnifying Party will only be relieved of its indemnification obligation to indemnify such Indemnified Party, except and only under this Section 11 to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure.. Notwithstanding anything to the contrary, however: (iia) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified an indemnifying Party shall be entitlednot compromise, at its own expensesettle, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement voluntary disposition of any claim, demand or other compromise with respect to action in any action, suit, claim manner that admits material fault or proceeding wrongdoing on the part of the indemnified party or incurs non-indemnified liability on the part of the indemnified party without the prior written consent of the Indemnitorindemnified party; (b) an indemnifying Party shall not settle, compromise, or agree to any voluntary disposition of any matter subject to indemnification hereunder in any manner which consent will not be unreasonably withheld may adversely affect any portion of the Metallophile™ Technology, Primary Patents in the Primary Field, or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without Legacy Patents in the Primary Field without Primary’s prior written consent consent; and (c) an indemnifying Party shall not settle, compromise, or agree to any voluntary disposition of any matter subject to indemnification hereunder in any manner which may materially and adversely affect any portion of the Indemnified Party, Legacy Patents Covering Advanced CDCs or Ag Partner Collaboration Derived Products in the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyLegacy Field without Legacy’s prior written consent.

Indemnification Procedure. (a) If any action is brought against a party entitled to indemnification under Section 7.1 or 7.2, as applicable, (each, an “Indemnified Party”), such Indemnified Party or Parties shall promptly notify the party obligated to provide indemnification (an “Indemnifying Party”) in writing of the institution of such action. (b) Promptly upon receipt of notice pursuant to subparagraph (a) above, the Indemnifying Party shall promptly assume the defense of such action, including, without limitation, the employment of counsel reasonably satisfactory to such Indemnified Party or Parties, and payment of expenses. An Indemnified Party or Parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties, unless: (i) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after employment of such counsel shall have been authorized in writing by the Indemnified Indemnifying Party has notice or knowledge in connection with the defense of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedaction; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure.or (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory the named parties to such action include both the Indemnified Party or Parties and the Indemnifying Party and such Indemnified Party or Parties shall have reasonably concluded that there may be one or more legal defenses available to participate it or them or to other Indemnified Parties which are different from, or in andaddition to, those available to the extent Indemnifying Party. In either of the Indemnitor desiresforegoing events, such fees and expenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to assume and control direct the defense of such action on behalf of the Indemnified Party or Parties. Notwithstanding anything to the contrary set forth herein, under no circumstances shall the Indemnifying Party be obligated to assume responsibility for the expenses for more than one counsel for all the Indemnified Parties. (c) Notwithstanding anything contained in this Section 7.3 to the contrary, the Indemnifying Party shall not be liable for any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements settlement of such counsel relating to any such claim for indemnificationor action effected without its written consent, which consent shall not be unreasonably withheld. Any Indemnified The Indemnifying Party shall be entitled, at its own expense, have the right to participate in settle or compromise any action, suitor permit a default or consent to the entry of judgment in, claim or proceedingotherwise seek to terminate, the defense any pending or threatened action, in respect of which has been assumed by the Indemnitor. indemnity may be sought hereunder (iii) No whether or not any Indemnified Party shall enter into any settlement is a party thereto), provided such settlement, compromise, consent, or other compromise with termination includes an unconditional release of each Indemnified Party from all liability in respect to any of such action. In the event such an unconditional release is not obtainable for each Indemnified Party, suit, claim or proceeding without then the Indemnifying Party must obtain the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such any Indemnified Party waives its right to be indemnified not so released before the Indemnifying Party may enter into such settlement, compromise, consent or termination. 8. PPD represents and warrants that the Sites listed under “Phase II Clinical Research Agreements and Letters of Indemnification” on Schedule 7.1 have not executed contracts with third party providers for services performed under the respective Clinical Research Agreements for Protocol [*] entitled, “[*]”. 9. Except as expressly provided herein, in the event of a conflict between the terms of this Section. Without Amendment and the prior written consent of the Indemnified PartyAgreement, the Indemnitor terms of this Amendment shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceedingcontrol. 10. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth Except as otherwise amended herein, the Indemnified Party Agreement shall be entitled to a prompt reimbursement of such amount from the Indemnitor, remain in full force and the provisions of this Section 10.02 shall otherwise applyeffect.

Indemnification Procedure. (i) The party seeking indemnification under this Article X (In the "Indemnified Party") shall, promptly after the Indemnified event either Party has notice or knowledge learns of any proposed settlement, agreement, claim, liability, demand or cause of action relating to this Agreement or proceeding giving rise the performance hereunder, which said Party shall determine, in its sole discretion, that the other Party may be liable therefor, said Party shall promptly notify the other Party. If indemnity is required by any of the terms of this Agreement, the indemnifying Party shall have the right to such claim for indemnificationcontrol all litigation and shall defend the other and pay all settlements, give judgments, costs, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or unrelated, similar or dissimilar to the party obliged foregoing, incident thereto. Each Party, if requested, agrees to provide indemnification hereunder (cooperate with the "Indemnitor") a notice (a "Claim Notice") describing other in reasonable detail the facts giving rise to its claim for indemnification hereunderany defense, and the indemnifying Party shall include reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified Party shall have the right to have counsel of its own choosing and at its sole expense participate in any such Claim Notice (if then known) litigation. Notwithstanding the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; providedforegoing, however, that the failure to so notify the Indemnitor neither Party shall not affect the indemnity made hereunder effect settlement of or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of compromise any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding proceedings without having obtained the prior written consent of the Indemnitorother Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed unless delayed; provided that the indemnifying Party may settle or compromise any such Indemnified Party waives its right to be indemnified under this Section. Without claim if the prior written consent settlement or compromise (a) requires solely the payment of money damages by the indemnifying Party, and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified indemnified Party from all liability or claims that are the subject matter in respect of such proceedingclaim. Provided that an Indemnified If the indemnified Party has complied with this Section 10.02 in all material respectsdoes not consent to a settlement which the indemnifying Party is willing to accept, if such Indemnified Party then the indemnifying Party’s liability shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject limited to the indemnity set forth hereinamount for which the claim could have been settled provided, such settlement does not require the Indemnified indemnified Party shall be entitled to a prompt reimbursement forego any property rights other than the amount of such amount from payment of the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyproposed settlement.

Indemnification Procedure. (i) The party seeking indemnification under If any action is brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Article X (the "Indemnified Party") shallAgreement, promptly after the Indemnified Party has will give written notice or knowledge to the Company of any proposed settlement, agreement, claim, action or proceeding matters giving rise to such a claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure of any Indemnified Party to so notify the Indemnitor give notice as provided herein shall not affect the indemnity made hereunder or relieve the Indemnitor Company of its obligation to indemnify such Indemnified Party, obligations under this Article VI except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially the Company is actually prejudiced by such failure. (ii) The Indemnitorfailure to give notice. Upon the giving of such notice, upon presentation of a Claim Notice, Company shall retain counsel reasonably satisfactory to have the Indemnified Party to participate in and, to the extent the Indemnitor desires, right to assume and control the defense of any matter giving rise such action with counsel of its own choosing but reasonably acceptable to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnificationIndemnified Party. Any Indemnified Party shall be entitled, at its own expense, have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any actionmaterial issue between the position of the Company and the position of such Indemnified Party. In any event, suit, claim or proceeding, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed any such action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, shall be Damages subject to indemnification hereunder. The Indemnified Party will cooperate fully with the Company in connection with any negotiation or defense of any such action or claim by the Indemnitor. (iii) No Company, and shall furnish to the Company all information reasonably available to the Indemnified Party which relates to such action. The Company shall enter into keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement or other compromise negotiations with respect to thereto. The Company shall not be liable for any settlement of any action, suit, claim or proceeding effected without the its prior written consent of the Indemnitor, which consent will shall not be unreasonably withheld or delayed unless such Indemnified Party waives its right withheld. Notwithstanding anything in this Article VI to be indemnified under this Section. Without the prior written consent of contrary, the Company shall not, without the Indemnified Party’s prior written consent, the Indemnitor shall not effect any settlement of settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of which the Indemnified Party is a party and such claim. The indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party from all liability against the Company or claims that are others, and (b) any liabilities to which the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall Company may be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to pursuant to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applylaw.

Indemnification Procedure. Each Party’s agreement to indemnify, defend, and hold harmless under Section 7.1 or 7.2, as applicable, is conditioned upon the indemnified party (ia) The party seeking indemnification under this Article X providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified matter as soon as reasonably possible, and in any event no later than within thirty (the "Indemnified Party"30) shall, promptly days after the Indemnified indemnified Party has notice or actual knowledge of any proposed settlement, agreement, such claim, action demand or proceeding giving rise action, (b) permitting the indemnifying Party to such claim for indemnificationassume control over the investigation of, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderpreparation and defense against, and shall include in settlement or voluntary disposition of any such Claim Notice (if then known) the amount or method of computation of the amount of the claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and a reference to settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the clause of Section 10.01 hereof upon indemnifying Party’s prior written consent, which such claim is basedconsent shall not be unreasonably withheld; provided, however, that if the failure party entitled to so indemnification fails to promptly notify the Indemnitor shall not affect indemnifying Party pursuant to the indemnity made hereunder or relieve foregoing clause (a), the Indemnitor indemnifying Party will only be relieved of its indemnification obligation to indemnify such Indemnified Party, except and only under this Section 7 to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure.. Notwithstanding anything to the contrary, however: (iia) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified an indemnifying Party shall be entitlednot compromise, at its own expensesettle, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement voluntary disposition of any claim, demand or other compromise with respect to action in any action, suit, claim manner that admits material fault or proceeding wrongdoing on the part of the indemnified party or incurs non-indemnified liability on the part of the indemnified party without the prior written consent of the Indemnitorindemnified party; and (b) an indemnifying Party shall not settle, compromise, or agree to any voluntary disposition of any matter subject to indemnification hereunder in any manner which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without may materially and adversely affect any portion of the Metallophile™ Technology without Primary’s prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyconsent.

Indemnification Procedure. (ia) The party A Person seeking defense and indemnification under this Article X Section 19.4 (the "“Indemnified Person”) will promptly notify the Party from whom defense and indemnification is being sought (the “Indemnifying Party"”) shallin writing, promptly after describing the circumstances, in reasonable detail, for which it seek defense and indemnification. (b) Upon notice of a Claim, the Indemnifying Party will immediately assume the investigation and defense of such Claim, and, in connection therewith, will employ counsel of national reputation of its own choosing at its sole cost and expense. At the Indemnifying Party’s request and expense, the Indemnified Party has notice or knowledge Person will provide reasonable cooperation in connection with the investigation and defense of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedClaim; provided, however, that the Indemnified Person will not be required to disclose any confidential information which it does not have the right to disclose or to waive any privilege. The Indemnified Person may also participate in and observe (but not control) the investigation and defense of such Claim, at its own cost and expense and with counsel of its choosing. (c) If the Indemnifying Party fails to defend a Claim hereunder within a reasonable amount of time after receiving notice thereof, the Indemnified Person will have the right, but not the obligation, and without waiving any of its other rights hereunder, to undertake the defense of and to compromise or settle such Claim, on behalf of and at the risk and expense of the Indemnifying Party. (d) The Indemnifying Party will not settle any Claim in a manner that adversely affects the rights or assets, or restrains or interferes with the business or operations of, the Indemnified Person or its Affiliates, or which involves an admission of liability of behalf of the Indemnified Person or its Affiliates, or imposes any obligation upon the Indemnified Person that the Indemnifying Party does not discharge, in each case without the Indemnified Person’s prior written consent. (e) An Indemnified Person’s failure to so notify the Indemnitor shall perform any obligations under this Section 19.4 will not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified diminish an Indemnifying Party’s obligations hereunder, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be the Indemnifying Party can demonstrate that it has been materially prejudiced by as a result of such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (i) The party seeking Any person who is claiming indemnification under this Article X from Licensee pursuant to the provisions of Section 8.01, or from Licensor pursuant to the provisions of Section 8.02 (the "“Indemnified Party"Person”) shall, shall promptly after the Indemnified Party has notice or knowledge deliver a written notification of any proposed settlement, agreement, claim, action or proceeding giving rise to such each claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") accompanied by a notice (a "Claim Notice") describing copy of all papers served, if any, and specifying in reasonable detail the facts giving rise to its nature of, basis for and estimated amount of the claim for indemnification hereunderto Licensee or Licensor, and as applicable (the “Indemnifying Party”). If an Indemnified Person fails to promptly notify the Indemnifying Party, then the obligation to indemnify shall include in such Claim Notice (if then known) the amount or method of computation of be reduced by the amount of liability that is attributable to or becomes definite as a result of the claimdelay in notification, and if the delay in notification has resulted in a reference material increase in liability or actual prejudice to the clause Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of Section 10.01 hereof upon any matter for which such a claim of indemnification is basedmade 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 the failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Partynot, except and only to with the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitoreach Indemnified Person, which consent will shall not be unreasonably withheld or delayed unless such Indemnified Party waives its right delayed, consent to be indemnified under this Section. Without the prior written consent entry of any judgment, or enter into any settlement, that does not include the giving by the claimant or plaintiff to the Indemnified Party, the Indemnitor shall not effect any settlement Person of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject respect to the indemnity set forth hereinclaim or litigation. Each Indemnified Person shall cooperate in providing information, formulating a defense or as otherwise reasonably requested by the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party.

Indemnification Procedure. When a Party hereunder (ithe “Indemnifying Party”) The party seeking indemnification under is required to indemnify any Person (the “Indemnified Party”) in accordance with this Article X (XIII, the "Indemnifying Party shall assume on behalf of such Indemnified Party") shall, promptly after and conduct with due diligence and in good faith, the defense of any claim against such Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to shall cooperate with the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include Indemnifying Party in such Claim Notice (if then known) the amount or method of computation defense. The Indemnifying Party shall be in charge of the amount defense and settlement of the such claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that without relieving the failure to so notify the Indemnitor shall not affect the indemnity made Indemnifying Party of its obligations hereunder or relieve impairing the Indemnitor Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of its obligation to indemnify any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, except and only to in the extent event that such Indemnitor shall be unable to exercise its rights under clause (iia) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim (in which case the Indemnifying Party shall not have the right to participate in and, to the extent the Indemnitor desires, to assume and control the defense or settlement of any matter giving rise such claim, on behalf of such Indemnified Party), or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a claim for indemnificationreasonable time after notice of the commencement of an action thereon, then, in each of cases (a) and shall pay (b), the fees and disbursements expenses of such counsel relating to such claim for indemnificationshall be paid by the Indemnifying Party. Any Indemnified The Indemnifying Party shall be entitlednot, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the Indemnified Party’s prior written consent consent, settle or compromise any claim, suit or cause of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of action asserted against the Indemnified Party, the Indemnitor shall not effect any settlement or consent to entry of any claim or pending or threatened proceeding a judgment in respect of thereof, which imposes any future obligation on the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Partyor which does not include, unless such settlement includes as an unconditional term thereof, the giving of a release in favor of the Indemnified Party from all liability or claims that are the subject matter in respect of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsclaim, if such Indemnified Party shall be required under any order, writ suit or judgment cause of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyaction.

Indemnification Procedure. (i1) The Any party seeking indemnification under this Article X who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof within fifteen (15) days of the "Indemnified Party") shall, promptly after the Indemnified Party has notice filing or knowledge other written assertion of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst the Indemnitee, give provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party’s right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced sought by such failureparty hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a “Notice”) to the Indemnitor stating the nature and basis of such claim. (ii2) The IndemnitorIf indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, it being agreed that Xxxxxx LLP is satisfactory, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld or delayed) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in andany proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the extent defense of such claim. If (i) the Indemnitor desires, shall decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a notify the Indemnitee within fifteen (15) Business Days after receipt of the Notice of the Indemnitor’s election to defend such claim or (iii) in the reasonable opinion of counsel for indemnificationthe Indemnitee, the representation by the same counsel of the Indemnitor and shall pay the fees Indemnitee would be inappropriate due to actual or potential material differing interests between such Indemnitee and disbursements of any other party represented by such counsel relating to in such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, then in each such case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any actionIndemnitee and the Indemnitee shall, suit, claim or proceeding without at the prior written consent sole expense of the Indemnitor, defend against such claim; provided, that the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed unless delayed). The Indemnitor shall pay for only one separate legal counsel for the Indemnitees, and such Indemnified Party waives its right legal counsel shall be selected by the Investors. The reasonable expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to be indemnified under this Section. Without indemnification hereunder and the prior written consent Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the Indemnified Partyincurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. Anything in this Section 5 to the contrary notwithstanding, the Indemnitor shall not effect any settlement of not, without the Indemnitee’s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. (i) The party seeking Any person who is claiming indemnification under this Article X from Parent pursuant to the provisions of Section 8.01, or from the Investment Manager pursuant to the provisions of Section 8.02 (the "“Indemnified Party"Person”) shall, shall promptly after the Indemnified Party has notice or knowledge deliver a written notification of any proposed settlement, agreement, claim, action or proceeding giving rise to such each claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") accompanied by a notice (a "Claim Notice") describing copy of all papers served, if any, and specifying in reasonable detail the facts giving rise to its nature of, basis for and estimated amount of the claim for indemnification hereunderto Parent or the Investment Manager, and as applicable (the “Indemnifying Party”). If an Indemnified Person fails to promptly notify the Indemnifying Party, then the obligation to indemnify shall include in such Claim Notice (if then known) the amount or method of computation of be reduced by the amount of liability that is attributable to or becomes definite as a result of the claimdelay in notification, and if the delay in notification has resulted in a reference material increase in liability or actual prejudice to the clause Indemnifying Party. The Indemnifying Party shall have the right to assume the defense of Section 10.01 hereof upon any matter for which such a claim of indemnification is basedmade 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 the failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Partynot, except and only to with the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitoreach Indemnified Person, which consent will shall not be unreasonably withheld or delayed unless such Indemnified Party waives its right delayed, consent to be indemnified under this Section. Without the prior written consent entry of any judgment, or enter into any settlement, that does not include the giving by the claimant or plaintiff to the Indemnified Party, the Indemnitor shall not effect any settlement Person of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject respect to the indemnity set forth hereinclaim or litigation. Each Indemnified Person shall cooperate in providing information, formulating a defense or as otherwise reasonably requested by the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party.

Indemnification Procedure. If a Fujifilm Indemnitee or Alder Indemnitee (ithe “Indemnitee”) The party seeking intends to claim indemnification under this Article X Section 15.1 or Section 15.2 (as applicable), it shall promptly notify the other Party (the "Indemnified Party"“Indemnitor”) shall, promptly after in writing of such alleged liability. The Indemnitor shall have the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise right to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation full control of the amount defense and settlement thereof with counsel of the claim, and a reference its choice as long as such counsel is reasonably acceptable to the clause of Section 10.01 hereof upon which such claim is basedIndemnitee; provided, however, that any Indemnitee shall have the failure right to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of retain its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain own counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. inappropriate due to participate 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 cooperate fully with the Indemnitor and its legal representatives in the investigation, defense and settlement of any actionliability covered by Section 15.1/15.2, suitprovided that no settlement shall include an admission of fault, liability or a financial obligation on the part of the Indemnified parties without their prior written consent, which consent shall not be withheld or delayed unreasonably. The obligations of the Indemnitor to the Indemnitee under Section 15.1/15.2 are expressly conditioned on the following: (a) that the Indemnified parties do not make any admission in respect of such claim or proceeding, suit or take any action prejudicial to the defense of which has been assumed by such claim or suit without the prior written consent of the Indemnitor. , which shall not be unreasonably withheld (iiiprovided that this condition shall not be treated as breached by any statement properly made by any Party in connection with the operation of its internal complaint procedures, accident reporting procedures or disciplinary procedures, or where such a statement is required by law); and (b) No Indemnified Party shall that the indemnified parties do not enter into any settlement or other compromise with respect to any action, suit, resolution of such claim or proceeding suit or part thereof without the prior written consent of the Indemnitor, which consent will shall not be unreasonably withheld or delayed unless unreasonably. The obligations of the Indemnitor to the Indemnitee under Section 15.1/15.2 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such Indemnified Party waives its right to be indemnified under this Section. Without settlement is effected without the prior written consent of the Indemnified PartyIndemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor shall not effect any settlement within a reasonable time after the commencement of any claim such action, shall, to the extent prejudicial to its ability and rights to defend or pending or threatened proceeding in respect of which settle such action, relieve the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment Indemnitor of any applicable court or administrative agency or authority to pay any amounts subject obligation to the Indemnitee under Section 15.1/15.2. It is understood that only Fujifilm and Alder may claim indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement under Section 15.1/15.2 (on its own behalf or on behalf of such amount from the Indemnitorits Indemnitees), and the provisions of this Section 10.02 shall otherwise applyother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. (i) The A party seeking or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party or parties claiming indemnification under this Article X (hereunder is referred to as the "Indemnified Party") shall. An Indemnified Party under this Agreement shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement. As to any claim by a third party, promptly after the Indemnified Party has notice may participate in the defense, compromise or knowledge settlement of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to matter through the party obliged to Indemnified Party's own attorneys and at the Indemnifying Party's own expense; each of the indemnifying and the Indemnified Party shall provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in such cooperation and such reasonable detail the facts giving rise access to its claim for indemnification hereunderbooks, records and properties as the other party shall include reasonable request with respect to any such matter; and the parties hereto agree to cooperate with each other in such Claim Notice (if then known) order to ensure the amount or method of computation of proper and adequate defense thereof. The Buyer may setoff against the amount of any other payments due to Seller hereunder or otherwise, including, without limitation the claimNote, any and a reference all amounts, due to the clause of Section 10.01 hereof upon which such claim is based; provided, however, Buyer pursuant to any and all claims that the failure Buyer may have against Seller hereunder including, without limitation, with respect to so notify the Indemnitor indemnification of the Buyer hereunder by Seller. An Indemnifying Party shall not affect make any settlement of any claims without the indemnity made hereunder or relieve the Indemnitor written consent of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to participate in andwithhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party or its assets, to the extent the Indemnitor desires, to assume and control the defense of any employees or business. In a case where responsibility for a matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed indemnification is shared by the Indemnitor. (iii) No Indemnified Party shall enter into parties, any settlement or of the parties may elect to relieve the other compromise of its obligations of indemnification with respect to any actionsuch matter and, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 section, such electing party may thereupon assume full control of the resolution of such matter. If such election is not made, control shall otherwise applyalso be shared.

Indemnification Procedure. (i1) The Any party seeking indemnification under this Article X who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof within fifteen (15) days of the "Indemnified Party") shall, promptly after the Indemnified Party has notice filing or knowledge other written assertion of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst the Indemnitee, give provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party’s right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced sought by such failureparty hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a “Notice”) to the Indemnitor stating the nature and basis of such claim. (ii2) The IndemnitorIn the case of third party claims for which indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld or delayed) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in andany proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the extent defense of such claim. If (i) the Indemnitor desires, shall decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a notify the Indemnitee within fifteen (15) Business Days after receipt of the Notice of the Indemnitor’s election to defend such claim or (iii) in the reasonable opinion of counsel for indemnificationthe Indemnitee, the representation by the same counsel of the Indemnitor and shall pay the fees Indemnitee would be inappropriate due to actual or potential material differing interests between such Indemnitee and disbursements of any other party represented by such counsel relating to in such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, then in each such case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any actionIndemnitee and the Indemnitee shall, suit, claim or proceeding without at the prior written consent sole expense of the Indemnitor, defend against such claim; provided, that the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed unless delayed). In such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Partyevent, the Indemnitor shall not effect pay for only one separate legal counsel for the Indemnitees, and such legal counsel shall be selected by the Indemnitee. The reasonable expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to indemnification hereunder and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the incurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. Anything in this Section 5 to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee’s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. (ia) The Any party seeking indemnification under this Article X (who receives notice of a potential claim that may, in the "Indemnified Party") shalljudgment of such party, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged result in a Loss shall use all reasonable efforts to provide indemnification hereunder (the "Indemnitor") a parties hereto notice (a "Claim Notice") describing thereof, provided that failure or delay or alleged delay in reasonable detail the facts giving rise providing such notice shall not adversely affect such party’s right to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a “Notice”) to the Indemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Notice shall be unable given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to exercise its rights under clause (ii) below or give the Notice within such time period shall otherwise be not relieve the Indemnitor of any liability that the Indemnitor may have to the Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the Indemnitee’s failure to timely give such failureNotice. (iib) The IndemnitorIn the case of third party claims for which indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in andany proceedings relating to any third party claim. The Indemnitor shall, within 15 Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the extent defense of such claim. If (i) the Indemnitor desires, shall decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnificationnotify the Indemnitee within 15 Business Days after receipt of the Notice of the Indemnitor’s election to defend such claim, and (iii) the Indemnitee shall pay have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the fees and disbursements of such counsel relating Indemnitor (in which case the Indemnitor shall not have the right to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, direct the defense of such action on behalf of the Indemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee which the Indemnitee has been assumed by reasonably concluded would prejudice the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any ’s defense of such action, suitthen in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, claim or proceeding without at the prior written consent sole expense of the Indemnitor, defend against such claim and (x) in the event of a circumstance described in clause (i) and (ii), the Indemnitee may settle such claim without the consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clause (iii) and (iv), the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed unless delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Indemnified Party waives its right claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to be indemnified under this Section. Without indemnification hereunder and the prior written consent Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the Indemnified Partyincurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, the Indemnitor shall, within 20 days after written notice from the Indemnitee specifying the amount of Losses, pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Article IX to the contrary notwithstanding, the Indemnitor shall not effect any settlement of not, without the Indemnitee’s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. (i) The Each party seeking entitled to indemnification under this Article X Agreement (the "“Indemnified Party"”) shall, promptly shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after the such Indemnified Party has notice or received actual knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise third-party claim as to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderwhich indemnity may be sought, and shall include in such Claim Notice permit the Indemnifying Party (if then knownat Indemnifying Party’s expense) to assume the amount defense of any claim or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedany litigation resulting therefrom; provided, however, that counsel for the failure to so notify Indemnifying Party who shall conduct the Indemnitor shall not affect the indemnity made hereunder defense of such claim or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor litigation shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to participate give prompt notice as provided in andthis Article VIII shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the Indemnitor desiresomission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to assume and control entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate as provided in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinsection 8.2, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to a prompt reimbursement settle or agree to pay in full such claim or demand in the Indemnified Party’s sole discretion. In any event, the Indemnified Party, Indemnifying Party, CSC and RDRD shall each cooperate in the defense of such amount from the Indemnitor, action and the provisions records of this Section 10.02 each shall otherwise applybe available to the other with respect to such defense.

Indemnification Procedure. (i) The party Indemnified Party seeking indemnification under this Article X (shall give the "Indemnified Party") shallCompany prompt written notice of any claim, promptly after assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to Parties may request indemnification from the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification Company hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the any failure by any Indemnified Party to so notify the Indemnitor Company shall not affect the indemnity made hereunder or relieve the Indemnitor of Company from its obligations hereunder, or from any other obligation to indemnify such Indemnified Party, except and only to or liability that the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory Company may have to the Indemnified Party to participate in and, Parties other than under this Section 7. Upon written notice to the extent Indemnified Parties given by the Indemnitor desires, to assume and control the defense Company after receipt of notice of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim action or proceeding, the Company may assume the defense of which has been assumed thereof at its own expense with counsel chosen by the Indemnitor. (iii) No Company; provided, however, counsel retained by the Company shall be subject to the prior approval of the Indemnified Party shall enter into any settlement or other compromise Parties. Notwithstanding the foregoing, with respect to any action, suit, claim proceeding or proceeding investigation to which any Indemnified Party is also a party, the Indemnified Parties may assume the defense thereof with counsel chosen by them, at the expense of the Company. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Parties do not assume such defense, the Company shall not, without the prior written consent of the IndemnitorIndemnified Parties, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claim. If the Indemnified Parties assume the defense of any such claim or proceeding pursuant to this Section and propose to settle such claim or proceeding prior to such a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Parties shall give the Company prompt written notice thereof and the Company, as the case may be, shall have the right to participate in the settlement or assume the defense of such claim or proceeding and no such claim or proceeding shall be settled or compromised without the approval of the Company, which consent will approval shall not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applywithheld.

Indemnification Procedure. (i) The party seeking Whenever any claim arises for indemnification under this Article X Agreement, the person who has the right to be indemnified (the "“Indemnified Party"”) shall, promptly shall notify the person who has the indemnification obligation (the “Indemnifying Party”) in writing as soon as practicable (but in any event prior to the time by which the interest of the Indemnifying Party will be materially prejudiced as a result of its failure to have received such notice) after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding the facts constituting the basis for such claim (the “Notice of Claim”). Such Notice of Claim shall specify all facts known to the Indemnified Party giving rise to such claim for indemnification, give to indemnification right and the party obliged to provide indemnification hereunder amount or an assessment of the amount of the liability arising there from. (the "Indemnitor"ii) a notice (a "Claim Notice") describing in reasonable detail If the facts giving rise to its any such indemnification shall involve any actual or threatened claim for indemnification hereunder, and shall include or demand by any third party (including an inquiry or audit by any governmental authority with respect to any period in such Claim Notice (if then known) the amount whole or method of computation of the amount of the claim, and a reference in part prior to the clause date of Section 10.01 hereof upon which this Agreement) against the Indemnified Party or any possible claim or demand by the Indemnified Party against any such claim is based; providedthird party, however, that the failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only (without prejudice to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation right of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate at its expense through counsel of its own choosing) defend such claim in and, to the extent name of the Indemnitor desires, to assume Indemnified Party at the Indemnifying Party’s expense and control through counsel of its own choosing. The parties shall cooperate in the defense of any matter giving rise to a claim for indemnification, or prosecution thereof and shall pay the fees furnish such records, information and disbursements of testimony and attend such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate conferences and discovery as reasonably requested in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitorconnection therewith. (iii) No Indemnified Notwithstanding the Indemnifying Party’s obligation to assume and conduct the defense of a claim for indemnification with counsel of its choice, the Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement or other compromise with respect to any action, suit, a claim or proceeding for indemnification without the prior written consent of the Indemnitor, which consent will Indemnified Party (not to be unreasonably withheld withheld) unless the proposed settlement involves the payment of money damages paid by Indemnifying Party and does not impose an injunction, judgment or delayed unless such other equitable relief upon the Indemnified Party waives its right or any acknowledgment of the validity of any claim. Until the Indemnifying Party assumes the defense of a claim of indemnification arising out of a third party claim, the Indemnified Party may defend against the third party claim in any manner it may deem reasonably appropriate; provided that in no event shall the Indemnified Party consent to be indemnified under this Section. Without the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified PartyIndemnifying Party (not to be unreasonably withheld) unless the Indemnifying Party has consistently and persistently refused to undertake the Indemnification through the litigation process. The entry of a consent judgment or settlement under the foregoing circumstances shall not relieve Indemnifying Party of its indemnification obligations hereunder. (iv) At the time that the Indemnifying Party makes any indemnity payment under this Agreement, the Indemnitor indemnification payment shall not effect be adjusted such that the indemnification payment, will result in the Indemnified Party receiving an amount equal to such indemnity payment, after taking into account (i) all national, state, and local income taxes that are actually payable by the Indemnified Party with respect to the receipt of such indemnity payment, and (ii) all national, state, and local income tax deductions allowable to the Indemnified Party for any settlement items of any claim or pending or threatened proceeding in respect of loss and deduction for which the Indemnified Party is a party and indemnity could being indemnified. (v) Contractor’s liability for indemnification under this Article 11 is in addition to any liability Contractor may have been sought hereunder for breach by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment Contractor of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyAgreement. Under no circumstances will the required insurance in Article 10 be construed to limit Contractor’s defense and/or indemnification obligation or other liability hereunder. (vi) Contractor’s obligation to indemnify and defend under this Article 11 will survive the expiration or earlier termination of this Agreement. (vii) If the provisions of this Article 11 violate the statutory or common law of the applicable state or governing authority, this Article 11 will not be stricken or found to be void in its entirety. Rather, Contractor’s defense and indemnification obligations will apply to the fullest extent permitted by such applicable law.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X A claim (which shall include any claim in respect of a breach of any Warranty) hereunder (an "Indemnity Claim") shall be asserted by written notice from the Party asserting such Indemnity Claim (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide Party from whom indemnification hereunder is sought (the "IndemnitorIndemnifying Party") a ). Such notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such information regarding the nature and basis for the Indemnity Claim Notice (if then known) the amount or method of computation and an estimate of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause Losses demanded (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in andincluding, to the extent practicable, a calculation of the Indemnitor desiresalleged Losses). (b) If the Indemnity Claim relates to any claim by a third party (a "Third Party Claim"), the Indemnified Party shall state in the notice to the Indemnifying Party the nature and basis of the Third Party Claim and the amount thereof, to the extent known or estimable. The Indemnifying Party shall be entitled at its own expense to assume and control the defense of any matter giving rise to a claim for indemnificationthe Third Party Claim, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder using legal advisers reasonably approved by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such The Indemnified Party shall be required under any order, writ or judgment provide the Indemnifying Party and its advisers with such information and assistance as the Indemnifying Party shall reasonably request at the cost of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinIndemnifying Party. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), consent to a prompt reimbursement settlement, compromise or discharge of, or the entry of any judgment arising from, any Third Party Claim, unless such settlement, compromise or discharge does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such amount settlement or judgment concurrently with the effectiveness of such settlement, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party and (iii) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnified Party from any and all liability in respect of such Third Party Claim. (c) The obligation of an Indemnifying Party shall not extend to any liability arising from the Indemnitorsettlement or compromise of any action or claims brought against the Indemnified Party, and or the provisions admission by the Indemnified Party of this Section 10.02 shall otherwise applyany claim or the taking by the Indemnified Party of any action (unless required by Law or applicable process), which might reasonably be expected to prejudice the successful defense of the action or claim without, in any such case, the prior written consent of the Indemnifying Party.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly Promptly after the receipt by a Buyer Indemnified Party has of notice by a third party of threatened or knowledge filed claim or of the threatened or actual commencement of any proposed settlement, agreement, claim, action or proceeding giving rise with respect to which such Buyer Indemnified Party may be entitled to receive payment from the other party for any Buyer Losses, such Buyer Indemnified Party shall notify Seller, within 30 days of the notice of threatening or filing of such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount threatened or actual commencement of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedaction or proceeding; provided, however, that the failure to so notify the Indemnitor Seller shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation Buyer from liability under this Agreement with respect to indemnify such Indemnified Partyclaim only if, except and only to the extent that that, such Indemnitor failure to notify Seller results in the forfeiture by Seller of rights and defenses otherwise available to Seller with respect to such claim. Seller shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitorhave the right, upon presentation written notice delivered to the Buyer Indemnified Party within 30 days thereafter, to assume the defense of a Claim Noticesuch action or proceeding, shall retain including the employment of counsel reasonably satisfactory to the Buyer Indemnified Party to participate in and, to and the extent the Indemnitor desires, to assume and control the defense payment of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating counsel. In any action or proceeding with respect to such claim for indemnification. Any which indemnification is being sought hereunder, the Buyer Indemnified Party or Seller, whichever is not assuming the defense of such action, shall be entitled, at its own expense, have the right to participate in such litigation and to retain its own counsel at such party's own expense. Seller or the Buyer Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep Seller or the Buyer Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, suit, claim or proceeding, action the defense of which has been assumed by they are maintaining and to cooperate in good faith with each other with respect to the Indemnitordefense of any such action. (iiib) No The Buyer Indemnified Party shall enter into may not settle or compromise any settlement claim or other compromise consent to the entry of any judgment with respect to any actionwhich indemnification is being sought hereunder without the prior written consent of Seller. Seller may not, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Buyer Indemnified Party, the Indemnitor shall not effect any settlement of settle or compromise any claim or pending consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) simultaneously with the effectiveness of such settlement, compromise or threatened proceeding consent, Seller pays in respect of which full any obligation imposed on the Buyer Indemnified Party is a party by such settlement, compromise or consent and indemnity could have been sought hereunder by (ii) such settlement, compromise or consent does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Buyer Indemnified Party or any of the Buyer Indemnified Party, unless such settlement includes an unconditional release of 's affiliates. (c) In the event the Buyer Indemnified Party from all liability or claims that are shall claim a right to payment pursuant to this Agreement not involving a third party claim covered by Section 9.2(a), the subject matter Buyer Indemnified Party shall send written notice of such proceedingclaim to Seller. Provided that an Such notice shall specify the basis for such claim. As promptly as possible after the Buyer Indemnified Party has complied with this Section 10.02 in all material respectsgiven such notice, if such Buyer Indemnified Party and Seller shall be required under any orderestablish the merits and amount of such claim (by mutual agreement, writ litigation, arbitration or judgment otherwise) and, within five business days of any applicable court or administrative agency or authority to the final determination of the merits and amount of such claim, Seller shall pay any amounts subject to the indemnity set forth herein, the Buyer Indemnified Party shall be entitled immediately available funds in an amount equal to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim as determined hereunder.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party an actual conflict of interest between it and the Company exists with respect to such action, proceeding or claim (in which case the Company shall pay be responsible for the reasonable fees and disbursements expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such counsel relating to such a claim for indemnification. Any Indemnified Party shall be entitledindemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its own sole cost and expense, to participate in any action, suitproceeding or claim (or discontinues its defense at any time after it commences such defense), claim then the Indemnified Party may, at its option, defend, settle or proceedingotherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed by any such claim, proceeding or action, the Indemnitor. (iii) No Indemnified Party shall enter into any Party’s costs and expenses arising out of the defense, settlement or other compromise with respect to of any such action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not shall be unreasonably withheld or delayed unless such Indemnified Party waives its right losses subject to be indemnified under this Sectionindemnification hereunder. Without the prior written consent of the Indemnified Party, the Indemnitor The Company shall not effect any settlement of any claim or pending or threatened proceeding in respect of which keep the Indemnified Party is a party and indemnity could have been sought hereunder by fully apprised at all times as to the Indemnified Party, unless such settlement includes an unconditional release status of the Indemnified Party from all liability defense or claims that are any settlement negotiations with respect thereto. If the subject matter of Company elects to defend any such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsaction or claim, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 5 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a prompt reimbursement court of competent jurisdiction that such amount from party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the IndemnitorIndemnified Party against the Company or others, and (b) any liabilities the provisions Company may be subject to pursuant to the law. In no event shall the Company be required to indemnify any Indemnified Party for its willful breach of this Section 10.02 shall otherwise applyany of the Transaction Documents as determined by a court of competent jurisdiction pursuant to a final and non-appealable order.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its A claim for indemnification for any matter not involving a third-party claim may be asserted by notice issued in accordance with Section 10.2 to the Party from whom indemnification is sought. (b) In the event that an Indemnified Person becomes aware of a third party claim in respect of which indemnification may be sought under Sections 7.1 and 7.2 hereof (regardless of the limitations set forth in Section 7.3) (an “Indemnification Claim”), the Indemnified Person shall notify the Party against whom indemnification is sought (the “Indemnifying Party”) of such Indemnification Claim, including a statement of the basis for such claim. The failure of the Indemnified Person to give reasonably prompt notice of any Indemnification Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against by it hereunder, and subject to the remainder of this Section 7.4(b). If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against by it hereunder, it shall include in such Claim Notice within thirty (30) days (or sooner, if then known) the amount or method of computation nature of the amount Indemnification Claim so requires) notify the Indemnified Person of its intent to do so. If the claimIndemnifying Party elects not to defend against, and a reference negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against hereunder, the clause Indemnified Person may defend against, negotiate, settle or otherwise deal with, such Indemnification Claim. If the Indemnifying Party shall assume the defense of Section 10.01 hereof upon which any Indemnification Claim, the Indemnified Person may participate, at his or its own expense, in the defense of such claim is basedIndemnification Claim; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor Person shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, entitled to participate in any action, suit, claim or proceeding, such defense with separate counsel at the defense expense of which has been assumed the Indemnifying Party if (i) so requested by the Indemnitor. Indemnifying Party to participate or, (iiiii) No in the reasonable opinion of counsel to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and the Indemnifying Party that would make such separate representation advisable. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. The Indemnifying Party shall enter into have the right to settle or otherwise dispose of the Indemnification Claim on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate; provided, however, that notwithstanding anything in this Section 7.4 to the contrary, (i) the Indemnified Person shall not settle or compromise any settlement Indemnification Claim or other compromise with respect permit a default or consent to entry of any action, suit, claim or proceeding judgment without the prior written consent of the IndemnitorIndemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed unless such Indemnified delayed, and (ii) the Indemnifying Party waives its right to be indemnified under this Section. Without shall not, without the prior written consent of the Indemnified other Party, the Indemnitor which shall not effect be unreasonably withheld, conditioned or delayed, settle or compromise any settlement Indemnification Claim or permit a default or consent to entry of any claim judgment if (A) such settlement or pending or threatened proceeding in respect compromise does not include a full release of which claims against the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified other Party, unless (B) such settlement or compromise includes an unconditional release admission of guilt or fault of the Indemnified Party from all liability other Party, or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein(C) as a result thereof, the Indemnified Party shall be entitled Person would become subject to a prompt reimbursement injunctive or other equitable relief or any remedy other than the payment of such amount from money by the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party.

Indemnification Procedure. (ia) The party seeking To be eligible to seek indemnification under this Article X 12 in respect of a liability, damage, loss, cost, fine, penalty or expense arising from a claim, proceeding or suit brought against such Licensee Indemnitee or Company Indemnitee (each, an “Indemnitee”) by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), an Indemnitee shall promptly give written notice thereof to the "Indemnified Party"Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) shall, promptly within a reasonable period of time after the Indemnified assertion of such Third Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to Claim by such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedThird Party; provided, however, that the failure to so notify the Indemnitor provide written notice of such Third Party Claim within a reasonable period of time shall not affect the indemnity made hereunder or relieve the Indemnitor of any of its obligation to indemnify such Indemnified Partyobligations hereunder, except and only to the extent that such the Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially is actually prejudiced by such failure. (iib) The IndemnitorIndemnitor shall have the right to assume the complete control of the defense, upon presentation compromise or settlement of a any Third Party Claim Notice(provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee or the invalidity, shall retain counsel reasonably satisfactory unenforceability or absence of infringement of any patent relating to the Indemnified Party to participate Licensed Products or any patent Controlled, owned in and, to whole or part by the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnificationIndemnitee, and shall pay not grant any right inconsistent with the fees and disbursements terms of this Agreement, without the prior written consent of such counsel relating to such claim for indemnification. Any Indemnified Party Indemnitee, which consent shall not be entitledunreasonably withheld), including, at its own expense, employment of legal counsel reasonably acceptable to participate in the Indemnitee. At any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, time thereafter the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement exercise, on behalf of the Indemnitee, any rights that may mitigate the extent or amount of such amount Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third Party Claim, the Indemnitee (i) may, in its sole discretion and at its own expense (which expense shall not be subject to indemnification hereunder), employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee shall be required to confer and cooperate with counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors of Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such Third Party Claim. (c) The Parties shall cooperate with each other in connection with any such claim, action, proceeding or suit and shall keep each other reasonably informed of all material developments in connection with any such claim, action, proceeding or suit. (d) If the Parties acting in good faith cannot agree as to the applicability of Section 12.1 and/or 12.2 to a particular Third Party Claim, then each Party (and its respective Indemnitees) reserves the right to conduct its own defense of such Third Party Claim and seek indemnification from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyapplicable Party upon its resolution.

Indemnification Procedure. (i) The party seeking indemnification under this Article X (or parties being indemnified are referred to herein as the "Indemnified Party" and the indemnifying party is referred to herein as the ") shallIndemnifying Party." In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such shall assert a claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a by written notice (a "Claim Notice") describing in reasonable detail to the facts giving rise to its claim for indemnification hereunderIndemnifying Party stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, and the Notice shall include in such Claim Notice be given within thirty (if then known30) the amount or method of computation days of the amount filing or other written assertion of any such claim against the Indemnified Party, but the failure of the claim, and a reference Indemnified Party to give the Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that the Indemnifying Party demonstrates that the defense of such Indemnitor action has been prejudiced by the Indemnified Party's failure to give such notice. (a) In the case of third party claims for which indemnification is sought, the Indemnifying Party shall be unable have the option (i) to exercise its rights under clause conduct any proceedings or negotiations in connection therewith, (ii) below to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall otherwise be materially prejudiced by not settle any such failure. (ii) The Indemnitor, upon presentation claim without the consent of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will shall not be unreasonably withheld or delayed unless delayed)), and (iii) to employ counsel to contest any such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release name of the Indemnified Party from all liability or claims that are the subject matter of such proceedingotherwise. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under In any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinevent, the Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnifying Party shall, within twenty (20) days of receipt of the Notice, notify the Indemnified Party of its intention to assume the defense of such claim. If (i) the Indemnifying Party shall decline to assume the defense of any such claim, (ii) the Indemnifying Party shall fail to notify the Indemnified Party within twenty (20) days after receipt of the Notice of the Indemnifying Party's election to defend such claim or (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the Indemnifying Party or a prompt reimbursement conflict exists between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the Indemnified Party shall defend against such claim and the Indemnified Party may settle such claim without the consent of the Indemnifying Party, and the Indemnifying Party may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnifying Party (up to a limit of one counsel in the case of attorneys' fees) and the Indemnifying Party shall pay the Indemnified Party, in immediately available funds, as such Losses are incurred upon receipt of supporting documentation thereof. Regardless of which party shall assume the defense of the claim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnified Party do not involve payment by the Indemnified Party of a third party claim, then, the Indemnifying Party shall pay, within ten (10) days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount from payable, to the IndemnitorIndemnified Party, and in immediately available funds, the provisions amount of such Losses. Anything in this Section 10.02 5.3 to the contrary notwithstanding, the Indemnifying Party shall otherwise applynot, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party, a release from all liability in respect of such claim. (b) The remedies provided for in this Article V shall not be exclusive of any other rights or remedies available to one party against the other, either at law or in equity.

Indemnification Procedure. (ia) The Any indemnified party seeking indemnification under this Article X Agreement (the "each, an “Indemnified Party"”) shallshall promptly notify the indemnifying party or parties (collectively, promptly after the “Indemnifying Party”) of any third party claim or demand for which the Indemnified Party is asserting a claim hereunder. Such notice shall be accompanied by a reasonably complete description of the basis for such claim or demand (including an estimate of the amount thereof and copies of all correspondence, process, legal pleadings and other relevant documentation relating thereto) and reference to the provisions of this Agreement under which liability is asserted. The failure to provide such notice shall not relieve the Indemnifying Party of any of its obligations hereunder, or impair the right of the Indemnified Party to indemnification hereunder, except to the extent that such failure shall actually prejudice the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any claim or demand in connection with which the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for claimed indemnification hereunder, and may elect to take over the defense of such claim or demand through counsel of its own choosing by so notifying the Indemnified Party within 30 days of receipt of the Indemnified Party’s notice of such claim or demand. If the Indemnifying Party makes such an election: (i) it shall include keep the Indemnified Party reasonably informed as to the status of such matter and shall promptly send copies of all pleadings to the Indemnified Party; (ii) with respect to any issue involved in such Claim Notice (if then known) claim or demand, it shall have the amount sole right to settle or method otherwise dispose of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedor demand on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor consent of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense settlement or disposition of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party or demand shall be entitled, at its own expense, to participate required if such settlement or disposition shall result in any actionliability to, suit, claim or proceedingequitable relief against, the defense of Indemnified Party, which has been assumed by the Indemnitor.consent shall not be unreasonably withheld; and (iii) No the Indemnified Party shall enter into any settlement or other compromise with respect have the right to any action, suit, participate jointly in the defense of such claim or proceeding without demand, but shall do so at its own cost not subject to reimbursement under Section 10.1 or 10.2. Table of Contents (c) If the prior written consent Indemnifying Party does not elect to take over the defense of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any a claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereindemand, the Indemnified Party shall be entitled have the right to a prompt reimbursement contest, compromise or settle such claim or demand in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such amount claim or demand shall be required, which consent shall not be unreasonably withheld. (d) The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. Without limiting the Indemnitorgenerality of the foregoing, each party agrees to pursue any available claims against insurers who may have provided insurance coverage for any Losses and further agrees to use commercially reasonable efforts to pursue, or to assign to the provisions Indemnifying Party, any claims or rights it may have against any Person that may reduce the Losses otherwise incurred by the Indemnified Party. Each party agrees that it shall cooperate with the other parties in the defense of this Section 10.02 shall otherwise applyany claim or action.

Indemnification Procedure. (ia) The party seeking To be eligible to seek indemnification under this Article X 12 in respect of a liability, damage, loss, cost, fine, penalty or expense arising from a claim, proceeding or suit brought against such Licensee Indemnitee or Company Indemnitee (each, an “Indemnitee”) by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), an Indemnitee shall promptly give written notice thereof to the "Indemnified Party"Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) shall, promptly within a reasonable period of time after the Indemnified assertion of such Third Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to Claim by such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedThird Party; provided, however, that the failure to so notify the Indemnitor provide written notice of such Third Party Claim within a reasonable period of time shall not affect the indemnity made hereunder or relieve the Indemnitor of any of its obligation to indemnify such Indemnified Partyobligations hereunder, except and only to the extent that such the Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially is actually prejudiced by such failure. (iib) The IndemnitorIndemnitor shall have the right to assume the complete control of the defense, upon presentation compromise or settlement of a any Third Party Claim Notice(provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee or the invalidity, shall retain counsel reasonably satisfactory unenforceability or absence of infringement of any patent relating to the Indemnified Party to participate Licensed Products or any patent Controlled, owned in and, to whole or part by the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnificationIndemnitee, and shall pay not grant any right inconsistent with the fees and disbursements terms of this Agreement, without the prior written consent of such counsel relating to such claim for indemnification. Any Indemnified Party Indemnitee, which consent shall not be entitledunreasonably withheld), including, at its own expense, employment of legal counsel reasonably acceptable to participate in the Indemnitee. At any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, time thereafter the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement exercise, on behalf of the Indemnitee, any rights that may mitigate the extent or amount of such amount Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third Party Claim, the Indemnitee (i) may, in its sole discretion and at its own expense (which expense shall not be subject to indemnification hereunder), employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee shall be required to confer and cooperate with counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors of Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such Third Party Claim. (c) The Parties shall cooperate with each other in connection with any such claim, action, proceeding or suit and shall keep each other reasonably informed of all material developments in connection with any such claim, action, proceeding or suit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) If the Parties acting in good faith cannot agree as to the applicability of Section 12.1 and/or 12.2 to a particular Third Party Claim, then each Party (and its respective Indemnitees) reserves the right to conduct its own defense of such Third Party Claim and seek indemnification from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyapplicable Party upon its resolution.

Indemnification Procedure. (i1) The Any party seeking indemnification under this Article X who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof within fifteen (15) days of the "Indemnified Party") shall, promptly after the Indemnified Party has notice filing or knowledge other written assertion of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst the Indemnitee, give provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party’s right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced sought by such failureparty hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a “Notice”) to the Indemnitor stating the nature and basis of such claim. (ii2) The IndemnitorIf indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, it being agreed that Xxxxxx LLP is satisfactory, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld or delayed) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in andany proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the extent defense of such claim. If (i) the Indemnitor desires, shall decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a notify the Indemnitee within fifteen (15) Business Days after receipt of the Notice of the Indemnitor’s election to defend such claim or (iii) in the reasonable opinion of counsel for indemnificationthe Indemnitee, the representation by the same counsel of the Indemnitor and shall pay the fees Indemnitee would be inappropriate due to actual or potential material differing interests between such Indemnitee and disbursements of any other party represented by such counsel relating to in such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, then in each such case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any actionIndemnitee and the Indemnitee shall, suit, claim or proceeding without at the prior written consent sole expense of the Indemnitor, defend against such claim; provided, that the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed unless delayed). The Indemnitor shall pay for only one separate legal counsel for the Indemnitees, and such Indemnified Party waives its right legal counsel shall be selected by the Indemnitor. The reasonable expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to be indemnified under this Section. Without indemnification hereunder and the prior written consent Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the Indemnified Partyincurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. Anything in this Section 5 to the contrary notwithstanding, the Indemnitor shall not effect any settlement of not, without the Indemnitee’s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. (ia) The Any party seeking who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party's right to indemnification under this Article X (hereunder. In the "Indemnified Party") shallevent that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such Indemnitee shall assert a claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a by written notice (a "Claim Notice") describing in reasonable detail to the facts giving rise to its claim for indemnification hereunderIndemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, and the Notice shall include in such Claim Notice (if then known) the amount or method of computation be given within 30 days of the amount filing or other written assertion of any such claim against the Indemnitee, but the failure of the claim, and a reference Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the clause Indemnitee. (b) In the case of Section 10.01 hereof upon third party claims for which indemnification is sought, the Indemnitor shall have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim is based; provided, however, (provided that the failure to so notify the Indemnitor shall not affect settle any such claim without the indemnity made hereunder consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or relieve liability in the name of the Indemnitee or otherwise. In any event the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within 20 days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnification, and shall pay notify the fees and disbursements Indemnitee within 20 days after receipt of such counsel relating the Notice of the Indemnitor's election to defend such claim for indemnification. Any Indemnified Party or (iii) the Indemnitee shall have reasonably concluded that there may be entitled, at its own expense, defenses available to participate it which are different from or in any action, suit, claim or proceeding, addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party Indemnitee), the Indemnitee shall enter into any settlement or other compromise with respect to any action, suit, defend against such claim or proceeding and the Indemnitee may settle such claim without the prior written consent of the Indemnitor, and Indemnitor may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, as such Losses are incurred. Regardless of which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without party shall assume the prior written consent defense of the Indemnified Partyclaim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, the Indemnitor shall not effect any settlement within 10 days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount, pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Article VIII to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee's prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which such claim. (c) The remedies provided for in this Agreement shall not be exclusive of any other rights or remedies available to one party against the Indemnified Party is a party and indemnity could have been sought hereunder by other, either at law or in equity. (d) No claim may be made against the Indemnified PartyCompany for indemnification pursuant to this Article VIII with respect to any individual item of liability or damage, unless the aggregate of all such settlement includes an unconditional release liabilities and damages of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with Buyer, its Affiliates, and their respective successors and assigns under this Section 10.02 in all material respects, if such Indemnified Party Article VIII shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitorexceed $500,000, and the provisions Company shall not be required to pay or be liable for the first $500,000 in aggregate amount of any such liabilities and damages. Neither Buyer, its Affiliates nor any of their respective successors or assigns shall be indemnified pursuant to this Article VIII with respect to any individual item of liability or damage if the aggregate of all liabilities and damages of Buyer, its Affiliates and their respective successors and assigns for which they have received indemnification hereunder shall have exceeded $3,000,000. For the purposes of this Section 10.02 Article VIII, in computing such individual or aggregate amounts of claims, the amount of each claim shall otherwise applybe deemed to be an amount (i) net or any Tax benefit to the Buyer, (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment payable by any third party with respect thereto, and (iii) net of any reserves provided for in the Financial Statements.

Indemnification Procedure. (ia) The In the case of any claim asserted by a third party seeking against a party entitled to indemnification under this Article X Agreement (the "Indemnified Party"), (i) shall, promptly after notice setting forth with reasonable specificity the facts and circumstances of which such Person has received notice shall be given by the Indemnified Party has notice or knowledge of any proposed settlement(such notice, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the an "Indemnitor") a notice (a "Indemnification Claim Notice") describing in reasonable detail to the facts giving rise party required to its provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim for indemnification hereunderas to which indemnity may be sought, and shall include in such Claim Notice (if then knownii) the amount Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedany litigation resulting therefrom; provided, however, that (i) counsel for the failure to so notify Indemnifying Party who shall conduct the Indemnitor shall not affect the indemnity made hereunder defense of such claim or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor litigation shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the failure of any Indemnified Party to participate in and, give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that (x) such failure results in a lack of actual notice to the Indemnitor desires, to assume Indemnifying Party and control the defense of any matter giving rise to (y) such Indemnifying Party is materially prejudiced as a claim for indemnification, and shall pay the fees and disbursements result of such counsel relating failure to such claim for indemnificationgive notice. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise Except with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, no Indemnifying Party, in the Indemnitor defense of any such claim or litigation, shall not effect consent to entry of any judgment or enter into any settlement that (x) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (y) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (b) In the event that the Indemnifying Party does not assume and conduct the defense of any claim or pending or threatened proceeding subject to indemnification hereunder in respect accordance with the provisions of which Section 10.3(a) above, the Indemnified Party is a party may take over and indemnity could have been sought hereunder by assume control over the Indemnified defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, unless such settlement includes an unconditional release of that if the Indemnified Party from all liability or claims that are does so take over and assume control, (x) the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be required under any orderunreasonably withheld, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, (y) the Indemnified Party shall be entitled reimbursed by the Indemnifying Party for reasonable attorneys' fees and other expenses of defending such claim upon the presentation of itemized bills for such expenses to a prompt reimbursement of such amount from the IndemnitorIndemnifying Party, and (z) the provisions of Indemnifying Party will remain responsible for any Indemnified Liabilities that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim to the fullest extent provided in this Section 10.02 shall otherwise apply.Article IX. 20

Indemnification Procedure. (ia) The party seeking An Indemnified Party shall give written notice to the Company of any claim with respect to which it seeks indemnification under this Article X within ten (the "Indemnified Party"10) shall, promptly days after the Indemnified Party has notice or knowledge discovery by such parties of any proposed settlement, agreement, claim, action or proceeding matters giving rise arise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference pursuant to the clause of Section 10.01 hereof upon which such claim is based9.11; provided, however, provided that the failure of any Indemnified Party to so notify the Indemnitor give notice as provided herein shall not affect the indemnity made hereunder or relieve the Indemnitor Company of its obligation to indemnify such Indemnified Partyobligations under this Section 9.13, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially the Company is actually prejudiced by such failure. (ii) The Indemnitorfailure to give notice. In case any such action or claim is brought against any Indemnified Party, upon presentation the Company shall be entitled to participate in and, unless in the reasonable good faith judgment of the Indemnified Party a Claim Noticeconflict of interest between such Indemnified Party and the Company may exist in respect of such action or claim, shall retain to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party to participate in and, and after notice from the Company to the extent Indemnified Party of its election so to assume the Indemnitor desiresdefense thereof, the Company shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. In any event, unless and until the Company elects in writing to assume and control does so assume the defense of any matter giving rise to a such action or claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party's costs and expenses arising out of the defense, the Indemnitor shall not effect any settlement or compromise of any such action or claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts Losses subject to indemnification hereunder. If the indemnity set forth hereinCompany elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The Company shall not be liable for any settlement of any action or claim effected without its written consent. Anything in this Section 9.13 to the contrary notwithstanding, the Company shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof that imposes any future obligation on the Indemnified Party or that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party, a prompt reimbursement release from all liability in respect of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (in which case the Company shall pay be responsible for the reasonable fees and disbursements expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such counsel relating to such a claim for indemnification. Any Indemnified Party shall be entitledindemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such Person of its election to defend, settle or compromise, at its own sole cost and expense, to participate in any action, suitproceeding or claim (or discontinues its defense at any time after it commences such defense), claim then the Indemnified Party may, at its option, defend, settle or proceedingotherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed by any such claim, proceeding or action, the Indemnitor. (iii) No Indemnified Party shall enter into any Party’s costs and expenses arising out of the defense, settlement or other compromise with respect to of any such action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not shall be unreasonably withheld or delayed unless such Indemnified Party waives its right losses subject to be indemnified under this Sectionindemnification hereunder. Without the prior written consent of the Indemnified Party, the Indemnitor The Company shall not effect any settlement of any claim or pending or threatened proceeding in respect of which keep the Indemnified Party is a party and indemnity could have been sought hereunder by fully apprised at all times as to the Indemnified Party, unless such settlement includes an unconditional release status of the Indemnified Party from all liability defense or claims that are any settlement negotiations with respect thereto. If the subject matter of Company elects to defend any such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsaction or claim, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 5 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a prompt reimbursement court of competent jurisdiction that such amount from party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the IndemnitorIndemnified Party against the Company or others, and (b) any liabilities the provisions of this Section 10.02 shall otherwise applyCompany may be subject to pursuant to the law.

Indemnification Procedure. (a) All claims pursuant to this Article 15 (a “Claim”) shall be made in accordance with the procedures set forth in this Clause 15.3. The indemnified party submitting a Claim pursuant to Article 14 and 15 (an “Indemnified Party”) shall: (i) The promptly notify the indemnifying party seeking indemnification under this Article X (the "Indemnified “Indemnifying Party"”) shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlementaction, agreementsuit or proceeding, or threatened claim, action or proceeding, which could lead to a Loss; (ii) with respect to any Claim in connection with any claim, action, suit or proceeding by a Third-Party (a “Third-Party Claim”), upon request by the Indemnifying Party, permit the Indemnifying Party to take full care and control of the conduct, defence and settlement of such claim, action or proceeding giving rise to such claim for indemnification, give at the Indemnifying Party’s expense with counsel of its choosing that is reasonably satisfactory to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderIndemnified Party, and the Indemnified Party shall include cooperate in good faith in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is baseddefense; provided, however, that the failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder compromise or relieve the Indemnitor of its obligation to indemnify otherwise settle any such Indemnified Partyclaim, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim action or proceeding without the prior written consent of the IndemnitorIndemnified Party, which consent will shall not be unreasonably withheld withheld, delayed or delayed unless conditioned; (iii) reasonably assist, at the cost of the Indemnifying Party, in the investigation and defence of such Indemnified Party waives its right to be indemnified under this Section. Without claim, action or proceeding; (iv) not compromise or otherwise settle any such claim, action or proceeding without the prior written consent of the Indemnified Indemnifying Party, the Indemnitor which consent shall not effect be unreasonably withheld, delayed or conditioned; and (v) take all reasonable steps to mitigate any settlement of any claim or pending or threatened proceeding Loss in respect of which the any such claim, action or proceeding. (b) The Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified or Indemnifying Party, unless as the case may be, that is not controlling such settlement includes an unconditional release of defense shall have the Indemnified Party from all liability or claims that are right, at its own cost and expense, to participate in the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment defense of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyThird‑Party Claim.

Indemnification Procedure. (i) The In the event of a claim for indemnification under this Section 9, the party seeking indemnification under this Article X (the "“Indemnified Party"”) shall, shall promptly after notify the Indemnified Party has notice or knowledge party against whom indemnification is sought (the “Indemnifying Party”) in writing of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give specifying in detail the basis of such claim, the facts pertaining thereto and, if known, the amount, or an estimate of the amount, of the liability arising therefrom (the “Indemnification Notice”). The Indemnified Party shall provide to the party obliged Indemnifying Party as promptly as practicable thereafter all information and documentation necessary to provide indemnification hereunder support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to all books and records in the possession or control of the Indemnified Party or any of its affiliates which the Indemnifying Party reasonably determines to be related to such claim. Promptly after the receipt of an Indemnification Notice, the Indemnifying Party shall have the right, upon written notice (the "Indemnitor"“Defense Notice”) a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party within 30 days after receipt by the Indemnifying Party of the Indemnification Notice (or sooner if such claim so requires), to conduct, at their own expense, the defense against the claim in their own name or, if necessary, in the name of the Indemnified Party. The Defense Notice shall specify the counsel the Indemnifying Party shall appoint to defend such claim (the “Defense Counsel”) and the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld. In the event the Indemnified Party and the Indemnifying Party cannot agree on such counsel within 10 days after the Defense Notice is given, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval which approval shall not be unreasonably withheld. The Indemnified Party shall have the right to employ separate counsel in any such claim and/or to participate in andthe defense thereof, but the fees and expenses of such counsel shall not be included as part of any damages, losses and expenses incurred by the Indemnified Party unless (i) the Indemnifying Party shall have failed to give the Defense Notice within the prescribed period, (ii) the Indemnified Party shall have received an opinion of counsel, reasonably acceptable to the Indemnifying Party, to the extent effect that the Indemnitor desiresinterests of the Indemnified Party and the Indemnifying Party with respect to the claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, to assume and control or (iii) the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized by the Indemnifying Party. The party conducting the defense of any matter giving rise to a claim for indemnification, Claim shall keep the other party apprised of all significant developments and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall not enter into any settlement settlement, compromise or other compromise consent to judgment with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed such Claim unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party consent, such consent not to be unreasonably withheld.

Indemnification Procedure. (i) The party seeking For purposes of administering the indemnification provisions set forth in Sections 12.3 and 12.4, the following procedure shall apply: 12.5.1 Whenever a claim for indemnification shall arise under this Article X Article, the party entitled to indemnification (the "Indemnified Party") shall, shall promptly and in no event later than fifteen (15) days after the Indemnified Party has notice or knowledge receipt of any proposed settlement, agreement, such a claim, action or proceeding giving rise to such claim for indemnification, give written notice to the party obliged to provide from whom indemnification hereunder is sought (the "IndemnitorIndemnifying Party") a notice (a "Claim Notice") describing setting forth in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in anddetail, to the extent then available, the Indemnitor desiresfacts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder, provided that the Indemnified Party's failure to assume and control do so shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the defense Indemnifying Party's ability to defend such claim. 12.5.2 In the event of any matter giving rise to a claim for indemnificationindemnification hereunder resulting from or in connection with any claim, and shall pay action, suit or legal proceedings brought by a third party, the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Indemnifying Party shall be entitled, at its own sole expense, either: (i) to participate therein, or (ii) to assume the entire defense thereof with counsel who is selected by it and who is reasonably satisfactory to the Indemnified Party provided that (a) the Indemnifying Party agrees in any action, suit, writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or proceeding, the defense of which has been assumed by the Indemnitor. and (iiib) No Indemnified Party no settlement shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding be made without the prior written consent of the Indemnitor, Indemnified Party which consent will shall not be unreasonably withheld or delayed unless (except that no such Indemnified Party waives its right consent shall be required if the claimant is entitled under the settlement to only monetary damages to be indemnified under this Sectionpaid solely by the Indemnifying Party). Without If, however, (1) the prior written consent claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnified PartyIndemnifying Party would not be solely responsible hereunder, or (2) representation of both parties by the Indemnitor same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not effect any settlement be entitled to assume the entire defense and each party shall be entitled to retain counsel (in the case of any Clause (a) of this sentence, at their own expense) who shall cooperate with one another in defending against such action, claim or pending proceeding. 12.5.3 If the Indemnifying Party does not choose to defend against a claim, action, suit or threatened legal proceeding in respect of which by a third party, the Indemnified Party is a party and indemnity could have been sought hereunder by may defend against such claim, action, suit or proceeding in such manner as it deems appropriate or settle such claim, action, suit or proceeding (after giving notice thereof to the Indemnified Indemnifying Party, unless ) on such settlement includes an unconditional release of terms as the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsmay deem appropriate, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, and the Indemnified Party shall be entitled to a prompt periodic reimbursement of such amount expenses incurred in connection therewith and prompt indemnification from the IndemnitorIndemnifying Party, and including reasonable attorneys' fees, in accordance with this Article. 12.5.4 The Indemnifying Party will not, without the provisions Indemnified Party's written consent, settle or compromise any claim or consent to any entry of this Section 10.02 judgment which does not include, as an unconditional term thereof, the giving by the claimant to the Indemnified Party of a release from all liability with respect to such claim. Neither Buyer nor Seller shall otherwise applybe deemed to have notice of any claim by reason of any knowledge acquired on or prior to the Closing Date by an employee of the Station unless express evidence is available establishing actual notice to either party.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, and shall pay the fees and disbursements Indemnified Party will give written notice to the Company of such counsel relating third party claim; provided that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim for indemnification. Any is brought against an Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which indemnification is sought hereunder, the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified PartyCompany shall be entitled to participate in and, unless such settlement includes an unconditional release in the reasonable judgment of the Indemnified Party from all liability a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claims claim (in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel of its choice. In the event that are the subject matter of such proceeding. Provided that Company advises an Indemnified Party has complied with this Section 10.02 that it will not contest such a claim for indemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in all material respectswriting, if such person or entity of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. The Company shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject keep the Indemnified Party fully apprised at all times as to the indemnity set forth hereinstatus of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 5 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof that does not provide for a prompt reimbursement complete release of the Indemnified Party of any and all liability with respect to any such claim or which constitutes or reflects an acknowledgment of wrongdoing on the part of the Indemnified Party. The Company will not be liable to any Indemnified Party under this Agreement for any consent, settlement or compromise effected by an Indemnified Party without the Company’s prior written consent. The indemnification obligations to defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount from thereof during the Indemnitorcourse of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the Company or others, and (b) any liabilities the provisions of this Section 10.02 shall otherwise applyCompany may be subject to pursuant to the law.

Indemnification Procedure. (i) The party seeking Whenever any claim of the type which would occasion indemnification under this Article X (the "Section 12 is asserted or threatened by any Indemnified Party against any Indemnifying Party") shall, promptly after the Indemnified Party has shall promptly notify such Indemnifying Party of such claim. The notice or knowledge of any proposed settlementshall include, agreementif known, the facts constituting the basis for such claim, action or proceeding giving rise to such claim for indemnificationincluding, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderif known, and shall include in such Claim Notice (if then known) the amount or method of computation an estimate of the amount of the claimliability arising therefrom. In the event of any claim for indemnification hereunder resulting from or in connection with the claim or legal proceedings of a claimant not a Party to this Agreement, the Indemnifying Party shall have the right, at its option, at its expense and a reference to the clause of Section 10.01 hereof upon with its own counsel which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor counsel shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnificationor any litigation resulting from such claim or to participate with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party in the compromise or defense thereof. Any If the Indemnifying Party undertakes to assume the defense of any such claim or litigation or participate in the compromise thereof, it shall promptly notify the Indemnified Party of its intention to do so, and, as a condition to the Indemnifying Party’s indemnification obligation, the Indemnified Party shall be entitled, cooperate reasonably with the Indemnifying Party and its counsel (but at its own expense, to participate the sole expense of the Indemnifying Party) in the defense against or compromise of any action, suit, such claim or proceedinglitigation. Anything in this Section 12(b) to the contrary notwithstanding, the defense of which has been assumed by the Indemnitor. (iii) No no Indemnified Party shall enter into compromise or settle any settlement or other compromise with respect to any action, suit, such claim or proceeding litigation without the prior written consent of the Indemnitorapplicable Indemnifying Party, which consent will not be unreasonably withheld or delayed unless such withheld; provided, however, that if the Indemnified Party waives its right to shall have any potential liability with respect to, or may be indemnified under this Section. Without adversely affected by, such claim or litigation, the Indemnifying Party shall not settle or compromise such claim or litigation without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the An Indemnified Party has notice or knowledge that wishes to assert a Direct Claim shall promptly deliver a Notice of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give Claim to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing Indemnifying Party setting out in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation nature of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the Indemnity Claim. The failure to so notify the Indemnitor give, or a delay in giving, a Notice of Claim in respect of a Direct Claim shall not affect the indemnity made hereunder or relieve the Indemnitor Indemnifying Party of its obligation to indemnify such Indemnified Partyobligations hereunder, except and only to the extent of any prejudice caused to the Indemnifying Party by that failure or delay. Following receipt of a Notice of Claim in respect of a Direct Claim, the Indemnifying Party shall have sixty (60) days to make such Indemnitor investigation of the Indemnity Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied on by the Indemnified Party to substantiate the Indemnity Claim, together with such information as the Indemnifying Party may reasonably request. If the parties to the Indemnity Claim agree, on or before the expiry of this sixty (60) day period, as to the validity and amount of the Indemnity Claim, the Indemnity Claim shall be unable considered fully and finally determined in the amount agreed upon, failing which the matter shall be referred to exercise binding arbitration. Any such arbitration shall be administered in accordance with its rights under clause Canadian Arbitration Rules. There shall be no appeal of an award of the arbitrator. The number of arbitrators shall be one. The place of arbitration shall be Xxxxxxx, Xxxxxxx, Xxxxxx. The language of the arbitration shall be English. The arbitrator shall not, without the written consent of the parties to the arbitration, appoint any expert or other consultant or retain any counsel. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (iiincluding any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) below shall not be disclosed beyond the arbitrator, the Parties, their counsel and any person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or shall otherwise or as may be materially prejudiced required by such failureapplicable Law. Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be. (iib) An Indemnified Party that becomes aware of any Third Party Claim shall promptly deliver a Notice of Claim to the Indemnifying Party setting out in reasonable detail (to the extent the information is available) the factual basis for the Third Party Claim and the amount of any associated obligations or liabilities, if known. The failure to give, or a delay in giving, a Notice of Claim in respect of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, except and only to the extent of any prejudice caused to the Indemnifying Party by that failure or delay. (c) The IndemnitorIndemnifying Party will have the right to assume control of the defense, upon presentation compromise or settlement of a any Third Party Claim Notice, shall retain with counsel of its choice reasonably satisfactory to the Indemnified Party to participate so long as (i) the Indemnifying Party notifies the Indemnified Party in andwriting, within 30 days after receipt of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) settlement of, or an adverse judgment with respect to the extent Third Party Claim will not establish a precedential custom or practice adverse in any material respect to the Indemnitor desirescontinuing business interests of the Indemnified Party; and (iii) the Indemnifying Party conducts the defense, to assume compromise or settlement of the Third Party Claim actively and control diligently. (d) So long as the Indemnifying Party is conducting the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Third Party Claim: (i) the Indemnified Party shall be entitled, may retain separate co-counsel at its own expense, to sole cost and expense and participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. Third Party Claim, and (iiiii) No Indemnified the Indemnifying Party shall may not consent to the entry of any judgment or enter into any settlement or other compromise with respect to any action, suit, claim or proceeding the Third Party Claim without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor which consent shall not effect be unreasonably or arbitrarily withheld, delayed or conditioned. (e) In the event any settlement of any claim condition set forth in Sections 7.6(c) or pending 7.6(d) is or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by becomes unsatisfied, (i) the Indemnified Party, unless such settlement includes an unconditional release acting reasonably, may assume control of the Indemnified defence, compromise and settlement of the Third Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party Claim and shall be entitled to a prompt reimbursement retain such counsel as in its sole discretion may appear advisable, the whole at the Indemnifying Party’s sole cost and expense, (ii) the Indemnifying Party shall not have the right to control but may participate in the defense, compromise or settlement of such amount from the IndemnitorThird Party Claim at its sole cost and expense, and (iii) the provisions Indemnified Party may not consent to the entry of this Section 10.02 any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall otherwise applynot be unreasonably withheld, delayed or conditioned. (f) A Third Party Claim shall be considered fully and finally resolved when the underlying third-party claim has been resolved or abandoned and any applicable rights of appeal or limitation periods have been exhausted.

Indemnification Procedure. When a Party hereunder (ithe “Indemnifying Party”) The party seeking indemnification under is required to indemnify any Person (the “Indemnified Party”) in accordance with this Article X (13, the "Indemnifying Party shall assume on behalf of such Indemnified Party") shall, promptly after and conduct with due diligence and in good faith, the defense of any claim against such Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to shall cooperate with the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include Indemnifying Party in such Claim Notice (if then known) the amount or method of computation defense. The Indemnifying Party shall be in charge of the amount defense and settlement of the such claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that without relieving the failure to so notify the Indemnitor shall not affect the indemnity made Indemnifying Party of its obligations hereunder or relieve impairing the Indemnitor Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of its obligation to indemnify any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, except and only to in the extent event that such Indemnitor shall be unable to exercise its rights under clause (iia) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim (in which case the Indemnifying Party shall not have the right to participate in and, to the extent the Indemnitor desires, to assume and control the defense or settlement of any matter giving rise such claim, on behalf of such Indemnified Party), or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a claim for indemnificationreasonable time after notice of the commencement of an action thereon, then, in each of cases (a) and shall pay (b), the fees and disbursements expenses of such counsel relating to such claim for indemnificationshall be paid by the Indemnifying Party. Any Indemnified The Indemnifying Party shall be entitlednot, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the Indemnified Party’s prior written consent consent, settle or compromise any claim, suit or cause of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of action asserted against the Indemnified Party, the Indemnitor shall not effect any settlement or consent to entry of any claim or pending or threatened proceeding a judgment in respect of thereof, which imposes any future obligation on the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Partyor which does not include, unless such settlement includes as an unconditional term thereof, the giving of a release in favor of the Indemnified Party from all liability or claims that are the subject matter in respect of such proceedingclaim, suit or cause of action. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.SD\624074.9

Indemnification Procedure. (ia) The indemnified party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after shall give the indemnifying party (the "Indemnifying Party") prompt written notice of any Losses incurred (or likely to be incurred) by the Indemnified Party has notice with respect to any claim or knowledge assertion of claims by a third party ("Third Party Claim") for which indemnification is available hereunder and the Indemnifying Party may (i) prior to the commencement of any proposed settlementproceedings in connection with such Losses, agreement, claim, action or proceeding giving rise undertake the negotiation of any resolution of the dispute relating to such claim for indemnificationLosses, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderincluding without limitation any settlement or release, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control undertake the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of proceeding (including any alternative dispute resolution proceeding) regarding such Losses by selecting legal counsel relating to such claim for indemnification. Any Indemnified Party who shall be entitled, at its own expense, reasonably acceptable to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the IndemnitorIndemnified Party. (iiib) No Indemnified Provided the Indemnifying Party shall enter into any settlement or other compromise have undertaken the Indemnified Party's defense of a Third Party Claim with respect legal counsel reasonably acceptable to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor and shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by so notified the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to participate at its own expense in the aforesaid negotiation or defense of any claim relating to such Losses (subject to reimbursement to the limited extent provided in Section 10.3(e)), but such negotiations or defense shall be controlled by counsel to the Indemnifying Party. (c) The Indemnifying Party shall not be liable for payments relating to the resolution of any dispute or any settlement of any litigation or proceeding effected by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party's written consent, resolve any dispute or settle or compromise any claim regarding Losses from a Third Party Claim or consent to entry of any judgment which would impose an injunction or other equitable relief upon the Indemnified Party or which does not include an unconditional release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of any such Losses. (d) Each party hereto agrees to give the other party prompt reimbursement notice of any Losses (or possible Losses) asserted against it which might be Losses for which indemnity could be sought against the other party, but the failure to give such notice shall not release the Indemnifying Party of its obligations under this Section 10.3, except to the extent of the actual harm suffered as a result thereof. (e) In the event the Indemnifying Party fails to timely undertake negotiation of any dispute or defend, contest or otherwise protect against any claim or suit with respect to a Third Party Claim, and to so notify the Indemnified Party, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable attorneys' and experts' fees, disbursements and all amounts paid as a result of such amount from claim or suit or the Indemnitorcompromise or settlement thereof; provided, however, that if the -------- ------- Indemnifying Party undertakes negotiation of any dispute and the provisions defense of such matter in accordance with and subject to the above terms of this Section 10.02 10.3, the Indemnified Party shall otherwise applynot be entitled to recover from the Indemnifying Party for its costs incurred thereafter in connection therewith other than the reasonable costs of investigation undertaken by the Indemnified Party and reasonable costs of providing assistance prior to the Indemnifying Party taking action. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party may reasonably request in connection with the negotiation of any dispute and the defense of the matter subject to indemnification and the Indemnifying Party shall reimburse the Indemnified Party's reasonable costs incurred thereafter in connection with such cooperation and assistance.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 6 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party an actual conflict of interest between it and the Company exists with respect to such action, proceeding or claim (in which case the Company shall pay be responsible for the reasonable fees and disbursements expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such counsel relating to such a claim for indemnification. Any Indemnified Party shall be entitledindemnification hereunder, or fails, within ten (10) days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its own sole cost and expense, to participate in any action, suitproceeding or claim (or discontinues its defense at any time after it commences such defense), claim then the Indemnified Party may, at its option, defend, settle or proceedingotherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed by any such claim, proceeding or action, the Indemnitor. (iii) No Indemnified Party shall enter into any Party’s costs and expenses arising out of the defense, settlement or other compromise with respect to of any such action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not shall be unreasonably withheld or delayed unless such Indemnified Party waives its right losses subject to be indemnified under this Sectionindemnification hereunder. Without the prior written consent of the Indemnified Party, the Indemnitor The Company shall not effect any settlement of any claim or pending or threatened proceeding in respect of which keep the Indemnified Party is a party and indemnity could have been sought hereunder by fully apprised at all times as to the Indemnified Party, unless such settlement includes an unconditional release status of the Indemnified Party from all liability defense or claims that are any settlement negotiations with respect thereto. If the subject matter of Company elects to defend any such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsaction or claim, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 6 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 6 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a prompt reimbursement court of competent jurisdiction that such amount from party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the IndemnitorIndemnified Party against the Company or others, and (b) any liabilities the provisions of this Section 10.02 shall otherwise applyCompany may be subject to pursuant to any applicable law.

Indemnification Procedure. (a) Any party who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto written notice (a “Notice”) thereof stating the nature and basis of such claim, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party’s right to indemnification hereunder. In the case of Losses arising by reason of any third party claim, the Notice shall be given within fifteen (15) days of the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the Indemnitee. (b) In the case of third party claims for which indemnification is sought, the Indemnitor shall have the option (i) The party seeking indemnification under this Article X to conduct any proceedings or negotiations in connection therewith, (the "Indemnified Party"ii) shall, promptly after the Indemnified Party has notice to take all other steps to settle or knowledge of defend any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, provided that the failure to so notify the Indemnitor shall not affect settle any such claim without the indemnity made hereunder consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or relieve liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within ten (10) days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnification, and shall pay notify the fees and disbursements Indemnitee within ten (10) days after receipt of such counsel relating the Notice of the Indemnitor’s election to defend such claim for indemnification. Any Indemnified Party or (iii) the Indemnitee shall have reasonably concluded that there may be entitled, at its own expense, defenses available to participate it which are different from or in any action, suit, claim addition to those available to the Indemnitor or proceeding, a conflict exists between the Indemnitor and the Indemnitee (in which case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party Indemnitee), the Indemnitee shall enter into any settlement or other compromise with respect to any action, suit, defend against such claim or proceeding and the Indemnitee may settle such claim without the prior written consent of the Indemnitor, and Indemnitor may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, as such Losses are incurred. Regardless of which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without party shall assume the prior written consent defense of the Indemnified Partyclaim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, the Indemnitor shall not effect any settlement within 10 days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Article VI to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee’s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with claim. (c) The remedies provided for in this Section 10.02 in all material respects, if such Indemnified Party Agreement shall not be required under any order, writ or judgment exclusive of any applicable court other rights or administrative agency remedies available to one party against the other, either at law or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyin equity.

Indemnification Procedure. (i) The Promptly after receipt by the indemnified party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has of notice or knowledge of any proposed settlementaction, agreementproceeding, claim, action or proceeding giving potential claim (any of which is hereinafter individually referred to as a “Claim”) which could give rise to such claim for indemnification, give a right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, the indemnified party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The indemnifying party shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by counsel of its own selection. The indemnified party shall include reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the defense of the Claim, the indemnified party shall have the right, at their own expense, to participate in the defense of such Claim. The indemnifying party shall not enter into any settlement with respect to such Claim Notice (if then known) without the amount indemnified party’s prior written consent, which consent shall not be unreasonably withheld, delayed or method of computation conditioned. In the event that the indemnifying party shall decline to take over the defense of the amount Claim, the indemnified party shall have the right to assume the defense of the claimClaim and to resolve the Claim as it finds appropriate, and a reference to the clause of Section 10.01 hereof upon which such claim is basedin its reasonable opinion; provided, however, that the failure to so notify the Indemnitor indemnified party shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding such Claim without the indemnifying party ‘s prior written consent of the Indemnitorconsent, which consent will shall not be unreasonably withheld withheld, delayed, or delayed unless such Indemnified Party waives its right to be indemnified conditioned. In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.2 of this Section. Without the prior written consent of the Indemnified PartyAgreement, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a indemnified party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount recover from the Indemnitor, and the provisions of this indemnifying party as provided in Section 10.02 shall otherwise apply6.2.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such A claim for indemnification, give indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party obliged from whom indemnification is sought; provided, however, that failure to provide so notify the indemnifying party shall not preclude the indemnified party from any indemnification hereunder (which it may claim in accordance with this Article VII, except as otherwise provided in Section 7.2 and Section 7.3. Such notice shall state the "Indemnitor") a notice (a "Claim Notice") describing nature and the basis of such indemnification claim to the extent then known in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the asserted Losses and method of computation thereof. (b) Promptly after any Company Indemnitee or Purchaser Indemnitee (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or otherwise provided in Section 7.2 and Section 7.3. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known in reasonable detail, the amount of the asserted Losses and method of computation thereof, and such other relevant information that the Indemnified Party may have in its possession regarding such claim, including a copy of all papers served on or received by the Indemnified Party with respect to such Third Party Claim, if any. The Indemnifying Party shall have the right to defend and a reference settle, at its own expense and by its own counsel who shall be reasonably acceptable to the clause Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of Section 10.01 hereof upon which its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such claim is basedasserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, entitled (i) at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by such asserted liability and the Indemnitor. negotiations of the settlement thereof and (iiiii) No if (A) the Indemnifying Party has, within ten (10) business days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall enter into any settlement have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or other compromise in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with respect the interests of the Indemnifying Party, then the Indemnified Party shall have the right to any select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, suitwith the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, unless the Indemnitor shall settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not effect include any settlement admission of any claim wrongdoing or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by malfeasance by, the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that . The remedies set forth in this Article VII are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment cumulative and are not exclusive of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall remedies that may be entitled available to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyparty at law or in equity or otherwise.

Indemnification Procedure. (i1) The Any party seeking indemnification under this Article X who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof within fifteen (15) days of the "Indemnified Party") shall, promptly after the Indemnified Party has notice filing or knowledge other written assertion of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst the Indemnitee, give provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party s right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced sought by such failureparty hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a Notice ) to the Indemnitor stating the nature and basis of such claim. (ii2) The IndemnitorIf indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, it being agreed that Xxxxx Xxxxxxx US LLP is satisfactory, and have the option (i) to participate conduct any proceedings or negotiations in andconnection therewith, (ii) to the extent take all other steps to settle or defend any such claim (provided that the Indemnitor desires, to assume and control the defense of shall not settle any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, Indemnitee which consent will shall not be unreasonably withheld or delayed unless delayed) and (iii) to employ counsel to contest any such Indemnified Party waives its right to be indemnified under this Section. Without claim or liability in the prior written consent name of the Indemnified PartyIndemnitee or otherwise. In any event, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party Indemnitee shall be entitled to a prompt reimbursement participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such amount from claim. If (i) the Indemnitor, and Indemnitor shall decline to assume the provisions defense of this Section 10.02 shall otherwise apply.any such claim,

Indemnification Procedure. (a) For the avoidance of doubt, all Claims in respect of an Axxxx Nortye Indemnitee or Nippon Kayaku Indemnitee shall be made solely by Axxxx Nortye or Nippon Kayaku, respectively. (b) A Party seeking indemnification hereunder (“Indemnified Party”) shall notify the other Party (“Indemnifying Party”) in writing promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of paragraph (f) below, the Indemnified Party shall not make any admission of liability, conclude any settlement or other agreement in relation to such liability or make any compromise with any Person, body or authority in relation to such liability without the prior written consent of the Indemnifying Party. (d) Subject to the provisions of paragraphs (e) and (f) below, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of paragraph (e) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold the Indemnified Party harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and justifiable costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of paragraph (f) below shall govern. (e) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) The party seeking indemnification under this Article X the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the "Indemnified Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party"; (iii) shall, promptly after the Indemnifying Party shall keep the Indemnified Party has notice or knowledge informed of any proposed settlement, agreement, claim, action or proceeding giving rise to the status of such claim for indemnification, give to the party obliged to provide indemnification hereunder Claim; and (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then knowniv) the amount or method of computation of Indemnifying Party shall have the amount of right to settle the claim, and a reference to Claim on any terms the clause of Section 10.01 hereof upon which such claim is basedIndemnifying Party chooses; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Indemnifying Party shall be entitlednot, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any agree to a settlement of any claim Claim which could lead to liability or pending create any financial or threatened proceeding in respect other obligation on the part of the Indemnified Party for which the Indemnified Party is a party not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and indemnity could have been sought hereunder shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall, at the Indemnifying Party’s expense, furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified PartyParty of, unless records and information that are reasonably relevant to such settlement includes an unconditional release of Claim, and making the Indemnified Party from all liability and its employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or claims that are information provided. (f) If the subject matter Indemnifying Party does not give written notice to the Indemnified Party as set forth in paragraph (d) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such proceedingClaim and defend or handle such Claim in such manner as it may deem appropriate. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if In such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinevent, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to a prompt reimbursement participate in the defense and handling of such amount from the Indemnitor, Claim with its own counsel and the provisions of this Section 10.02 shall otherwise applyat its own expense.

Indemnification Procedure. (ia) The Any party seeking entitled to indemnification under this Article X Section 12.1 (the "Indemnified Party") shallshall give written notice, promptly after within 30 days of becoming aware of a claim, to the Indemnified Party has notice or knowledge other party from whom indemnity may be sought ("Indemnifying Party") of the occurrence of any proposed settlementitem or incident, agreementthe assertion of any claim, claimor the commencement of any suit, action or proceeding giving which would give rise to such claim for a right of indemnification. Notwithstanding the foregoing, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor promptly give such notice shall not affect the indemnity made hereunder or relieve the Indemnitor party of its indemnification obligation hereunder except to indemnify the extent such party is prejudiced thereby. (b) Upon notice, subject to the rights or duties of any insurer or other person having liability therefor, the Indemnifying Party may, with counsel reasonably satisfactory to such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving such suit, action or proceeding, including its compromise or settlement, in which the outcome would give rise to a claim for indemnification, and the Indemnifying Party shall pay all costs and expenses thereof and shall be fully responsible for the fees and disbursements outcome thereof. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of the foregoing within ten (10) days after the date of the Indemnified Party's notice referred to in the preceding sentence. If an Indemnifying Party assumes the defense of such counsel relating to such claim for indemnification. Any a suit, action or proceeding, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent (which shall not be unreasonably withheld) unless the sole relief is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise have no liability with respect to any action, suit, claim compromise or proceeding settlement thereof effected without the prior written its consent of the Indemnitor, (which consent will shall not be unreasonably withheld or delayed unless such withheld). (c) The Indemnified Party waives its right shall fully cooperate with the Indemnifying Party and make available to be indemnified under this Section. Without it, at the prior written consent of Indemnifying Party's expense, all pertinent information within the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release control of the Indemnified Party from all liability or claims that are which the subject matter Indemnifying Party reasonably requires in connection with its handling of such suit, action or proceeding. Provided that an Indemnified Party has complied with Each party's sole and exclusive remedy for money damages resulting from the breach of any representation, warranty, covenant or agreement made by the other party in this Section 10.02 Agreement or in all material respectsany Schedule or Exhibit attached hereto, if such Indemnified Party shall be required a claim for indemnity under Section 12. The provisions for indemnity under Section 12.1 shall be effective only when the aggregate amount of all claims made by the Sellers against the Purchaser or by the Purchaser against Sellers for which such other party has an indemnification obligation under such Sections, together with attendant costs, exceeds One Hundred Fifty Thousand Dollars ($150,000.00) in which case Sellers or the Purchaser, as the case may be, shall be liable for all such amounts; except that any orderclaims, writ with respect to the payment of KBNA's fees or judgment Sellers' payments pursuant to Section 2.1(v) shall not be subject to such One Hundred Fifty Thousand Dollar ($150,000.00) floor. In addition to the foregoing, notwithstanding anything contained herein to the contrary, the indemnification obligations of each of the parties pursuant to Section 12.1 shall in no event exceed, in the aggregate, Five Million Dollars ($5,000,000.00); provided, however, that the foregoing limitation shall not apply to any claim for indemnification made by the Purchaser (i) arising out of any applicable court or administrative agency or authority failure of the Sellers to pay any amounts subject deliver to the indemnity set forth hereinPurchaser good and marketable title in and to the Common Stock, the Indemnified Party shall be entitled to a prompt reimbursement free and clear of such amount from the Indemnitor, any Claims and the provisions (ii) under Section 12.1(b) of this Section 10.02 shall otherwise apply.Agreement. POST-CLOSING AND OTHER MATTERS

Indemnification Procedure. (i) The party seeking 8.2.1 If any Indemnified Party is entitled to indemnification under this Article X (hereunder, such Indemnified Party shall as soon as reasonably practicable give notice to the "Indemnified Party") shall, promptly after Indemnifying Party against whom the indemnity is claimed of the losses suffered by the Indemnified Party has notice as provided in Clause 8.1 above and/or any claim or knowledge of the commencement of any proposed settlementproceeding against the Company or the Indemnified Party, agreement, claim, action or proceeding giving rise brought by any third party with respect to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedIndemnified Party, seeks indemnification pursuant hereto. Such notice shall describe such losses; provided, however, that the failure any delay to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor Indemnifying Party from any obligation or liability. 8.2.2 The Indemnifying Party shall forthwith upon receipt of its obligation such notice, reimburse to indemnify the Indemnified Party an amount equal to all losses provided that the Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party within 15 (fifteen) days after the receipt of written notice from such Indemnified PartyParty of such claim or proceeding, except and only to assume, at the extent that expense of the Indemnifying Party the defense of any such Indemnitor shall be unable to exercise its rights under clause (ii) below claim or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitorproceeding, upon presentation with the assistance of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right Party. Subject to be being fully indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinas aforesaid, the Indemnified Party shall be entitled not consent to entry of any judgment or enter into any settlement, without the prior written approval of the Indemnifying Party. The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof a prompt reimbursement release by the claimant or plaintiff to such Indemnified Party, in form and substance satisfactory to the Indemnified Party, from all liability in respect of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim or proceeding.

Indemnification Procedure. (i) The In the event that any party seeking indemnification entitled to indemnity under this Article X IX is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liabilities for which, or the costs or expenses of which, are Damages (a “Claim”), such party (the "“Indemnified Party"”) shallshall give the Seller or Purchaser (depending upon which of such parties is obligated hereunder to indemnify such Indemnified Party) (the “Indemnifying Party”) prompt notice thereof. The Indemnifying Party shall be entitled to assume the defense of any such Claim, promptly after provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderwhose approval shall not unreasonably be withheld), and shall include the Indemnified Party may assume or participate in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which defense at such claim is basedparty’s expense; provided, however, that the Indemnifying Party shall pay such expense, including the expenses of one separate counsel, if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to so notify the Indemnitor give notice as provided herein shall not affect the indemnity made hereunder or relieve the Indemnitor Indemnifying Party of its obligation to indemnify such Indemnified Party, obligations under this Article IX except and only to the extent that the failure to give such Indemnitor shall be unable notice is materially prejudicial to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by an Indemnifying Party’s ability to defend such failure. (ii) The Indemnitoraction. No Indemnifying Party, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any or litigation shall, except with the consent of each Indemnified Party shall (not to be entitledunreasonably withheld), at its own expense, consent to participate in entry of any action, suit, claim judgment or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full release from all liability in respect to such claim or litigation other compromise than a settlement for money damages only, the full amount of which is paid concurrently with the entry of such settlement. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any action, suit, claim or proceeding settlement entered into without the such Indemnifying Party’s prior written consent (not to be unreasonably withheld) unless such Indemnifying Party has failed to assume the defense of the Indemnitor, which consent will not be unreasonably withheld related action or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyis for money damages only.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (in which case the Company shall pay be responsible for the reasonable fees and disbursements expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such counsel relating to such a claim for indemnification. Any Indemnified Party shall be entitledindemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its own sole cost and expense, to participate in any action, suitproceeding or claim (or discontinues its defense at any time after it commences such defense), claim then the Indemnified Party may, at its option, defend, settle or proceedingotherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed by any such claim, proceeding or action, the Indemnitor. (iii) No Indemnified Party shall enter into any Party’s costs and expenses arising out of the defense, settlement or other compromise with respect to of any such action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not shall be unreasonably withheld or delayed unless such Indemnified Party waives its right losses subject to be indemnified under this Sectionindemnification hereunder. Without the prior written consent of the Indemnified Party, the Indemnitor The Company shall not effect any settlement of any claim or pending or threatened proceeding in respect of which keep the Indemnified Party is a party and indemnity could have been sought hereunder by fully apprised at all times as to the Indemnified Party, unless such settlement includes an unconditional release status of the Indemnified Party from all liability defense or claims that are any settlement negotiations with respect thereto. If the subject matter of Company elects to defend any such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsaction or claim, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 6 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 6 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a prompt reimbursement court of competent jurisdiction that such amount from party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the IndemnitorIndemnified Party against the Company or others, and (b) any liabilities the provisions of this Section 10.02 shall otherwise applyCompany may be subject to pursuant to the law.

Indemnification Procedure. (ia) The party seeking Any Party entitled to indemnification under this Article X hereunder (the "Indemnified Party") shall, shall notify the Party obliged to indemnify (the "Indemnifying Party") promptly after the Indemnified Party has notice or knowledge it becomes aware of any proposed settlement, agreementsuit, claim, action action, proceeding, arbitration or proceeding giving rise to such claim for indemnificationinvestigation (each, give to the party obliged to provide indemnification hereunder (the an "IndemnitorAction") a notice (a "Claim Notice") describing in reasonable detail as to which indemnity may be sought. In the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, event that the failure Indemnifying Party acknowledges in writing its indemnification obligation with respect to so notify any such Action, the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Indemnifying Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, control the defense of which has been assumed by such Action; PROVIDED, HOWEVER, that the IndemnitorIndemnified Party may also participate in such defense at its own expense. (iiib) No The failure of the Indemnified Party to give notice as provided herein shall enter into relieve the Indemnifying Party of any settlement or other compromise obligation under this Article VIII only if and to the extent that such failure materially prejudices the ability of the Indemnifying Party to defend such action. (c) In the defense of any Action, regardless of who is in control thereof, the controlling party shall not, except with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitornon-controlling party, consent to entry of any judgment or enter into any settlement, which consent of the non-controlling party will not be unreasonably withheld provided such judgment or delayed unless settlement includes as an unconditional term thereof giving by the claimant or plaintiff to the non-controlling party of a release from liability with respect to such Indemnified Party waives its right to be indemnified under this Section. Without claim or litigation. (d) In the prior written consent defense of the Indemnified Partyany Action, regardless of who is in control thereof, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Indemnifying Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitorcooperate fully with each other, and shall cause their legal counsel, accountants and affiliates to do so, and shall make available to the provisions of this Section 10.02 other party all relevant books, records and information (in such Party's control) during normal business hours and shall otherwise applyfurnish to each other such other assistance as the other Party may reasonably require in connection with such defense.

Indemnification Procedure. (i) The With respect to any third-party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Company exists with respect to such action, proceeding or claim (in which case the Company shall pay be responsible for the reasonable fees and disbursements expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such counsel relating to such a claim for indemnification. Any Indemnified Party shall be entitledindemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its own sole cost and expense, to participate in any action, suitproceeding or claim (or discontinues its defense at any time after it commences such defense), claim then the Indemnified Party may, at its option, defend, settle or proceedingotherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of which has been assumed by any such claim, proceeding or action, the Indemnitor. (iii) No Indemnified Party shall enter into any Party’s costs and expenses arising out of the defense, settlement or other compromise with respect to of any such action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not shall be unreasonably withheld or delayed unless such Indemnified Party waives its right losses subject to be indemnified under this Sectionindemnification hereunder. Without the prior written consent of the Indemnified Party, the Indemnitor The Company shall not effect any settlement of any claim or pending or threatened proceeding in respect of which keep the Indemnified Party is a party and indemnity could have been sought hereunder by fully apprised at all times as to the Indemnified Party, unless such settlement includes an unconditional release status of the Indemnified Party from all liability defense or claims that are any settlement negotiations with respect thereto. If the subject matter of Company elects to defend any such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectsaction or claim, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 6 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 6 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall refund such moneys if it is ultimately determined by a prompt reimbursement court of competent jurisdiction that such amount from party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the IndemnitorIndemnified Party against the Company or others, and (b) any liabilities the provisions of this Section 10.02 shall otherwise applyCompany may be subject to pursuant to the law.

Indemnification Procedure. (ia) The party A Person seeking defense and indemnification under this Article X Section 11 (the "“Indemnified Person”) will promptly notify the Party from whom defense and indemnification is being sought (the “Indemnifying Party"”) shallin writing, promptly after describing the circumstances, in reasonable detail, for which it seek defense and indemnification. (b) Upon notice of a Claim, the Indemnifying Party will immediately assume the investigation and defense of such Claim, and, in connection therewith, will employ counsel of its own choosing at its sole cost and expense. At the Indemnifying Party’s request and expense, the Indemnified Party has notice or knowledge Person will provide reasonable cooperation in connection with the investigation and defense of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedClaim; provided, however, that the Indemnified Person will not be required to disclose any confidential information which it does not have the right to disclose or to waive any privilege. The Indemnified Person may also participate in and observe (but not control) the investigation and defense of such Claim, at its own cost and expense and with counsel of its choosing. (c) If the Indemnifying Party fails to defend a Claim hereunder within a reasonable amount of time after receiving notice thereof, the Indemnified Person will have the right, but not the obligation, and without waiving any of its other rights hereunder, to undertake the defense of and to compromise or settle such Claim, on behalf of and at the risk and expense of the Indemnifying Party. (d) The Indemnifying Party will not settle any Claim in a manner that adversely affects the rights or assets, or restrains or interferes with the business or operations of, the Indemnified Person or its Affiliates, or which involves an admission of liability of behalf of the Indemnified Person or its Affiliates, or imposes any obligation upon the Indemnified Person that the Indemnifying Party does not discharge, in each case without the Indemnified Person’s prior written consent (which shall not be unreasonably withheld). THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (e) An Indemnified Person’s failure to so notify the Indemnitor shall perform any obligations under this Section 11.4 will not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified diminish an Indemnifying Party’s obligations hereunder, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be the Indemnifying Party can demonstrate that it has been materially prejudiced by as a result of such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (i) The If any party seeking entitled to --- -------------------------- indemnification under this Article X (the "Indemnified Party") shallreceives a claim from a third party or asserts a claim for indemnification against another party or the other parties (the "Indemnifying Party(ies)") under this Agreement (a "Claim"), promptly after then the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing shall promptly notify each Indemnifying Party thereof in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedwriting; provided, however, that no delay on the failure to so notify part of the Indemnitor Indemnified Party in notifying any Indemnifying Party shall not affect the indemnity made hereunder or relieve the Indemnitor Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. Any Indemnifying Party shall have the right to defend the Indemnified Party against a Claim with counsel of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel choice reasonably satisfactory to the Indemnified Party, so long as the Indemnifying Party to participate notifies the Indemnified Party in and, to writing within ten (10) days after the extent Indemnifying Party has been given notice of such Claim by the Indemnitor desires, to assume and control Indemnified Party. So long as the Indemnifying Party is conducting the defense of any matter giving rise to a claim for indemnificationthe Claim, as set forth above (A) the Indemnified Party may retain separate co-counsel at its sole cost and shall pay expense and participate in the fees and disbursements defense of such counsel relating to such claim for indemnification. Any the Claim, (B) the Indemnified Party shall be entitled, at its own expense, not consent to participate in the entry of any action, suit, claim judgment or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding the Claim without the prior written consent of the Indemnitor, which consent will Indemnifying Party (not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without withheld unreasonably), and (C) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to a third party Claim without the prior written consent of the Indemnified Party, the Indemnitor Party (which consent shall not effect any settlement of any claim or pending or threatened proceeding in respect of which be unreasonably withheld). Both the Indemnified Indemnifying Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled cooperate fully with one another in connection with the defense, compromise, or settlement of any such Claim or action, including, without limitation, by making available to a prompt reimbursement of such amount from the Indemnitor, other all pertinent information and the provisions of this Section 10.02 shall otherwise applywitnesses within its control.

Indemnification Procedure. (ia) The party seeking To be eligible to seek indemnification under this Article X 12 in respect of a liability, damage, loss, cost, fine, penalty or expense arising from a claim, proceeding or suit brought against such Licensee Indemnitee or Company Indemnitee (each, an “Indemnitee”) by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), an Indemnitee shall promptly give written notice thereof to the "Indemnified Party"Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) shall, promptly within a reasonable period of time after the Indemnified assertion of such Third Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to Claim by such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedThird Party; provided, however, that the failure to so notify the Indemnitor provide written notice of such Third Party Claim within a reasonable period of time shall not affect the indemnity made hereunder or relieve the Indemnitor of any of its obligation to indemnify such Indemnified Partyobligations hereunder, except and only to the extent that such the Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially is actually prejudiced by such failure. (iib) The IndemnitorIndemnitor shall have the right to assume the complete control of the defense, upon presentation compromise or settlement of a any Third Party Claim Notice(provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee or the invalidity, shall retain counsel reasonably satisfactory unenforceability or absence of infringement of any patent relating to the Indemnified Party to participate Licensed Products or any patent Controlled, owned in and, to whole or part by the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnificationIndemnitee, and shall pay not grant any right inconsistent with the fees and disbursements terms of this Agreement, without the prior written consent of such counsel relating to such claim for indemnification. Any Indemnified Party Indemnitee, which consent shall not be entitledunreasonably withheld), including, at its own expense, employment of legal counsel reasonably acceptable to participate in the Indemnitee. At any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, time thereafter the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement exercise, on behalf of the Indemnitee, any rights that may mitigate the extent or amount of such amount Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third Party Claim, the Indemnitee (i) may, in its sole discretion and at its own expense (which expense shall not be subject to indemnification hereunder), employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee shall be required to confer and cooperate with counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors of Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such Third Party Claim. (c) The Parties shall cooperate with each other in connection with any such claim, action, proceeding or suit and shall keep each other reasonably informed of all material developments in connection with any such claim, action, proceeding or suit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) If the Parties acting in good faith cannot agree as to the applicability of Section 12.1 and/or 12.2 to a particular Third Party Claim, then each Party (and its respective Indemnitees) reserves the right to conduct its own defense of such Third Party Claim and seek indemnification from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyapplicable Party upon its resolution.

Indemnification Procedure. (a) Any party who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party's right to indemnification hereunder except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the Indemnitee shall assert a claim for indemnification by written notice ("Notice") to the Indemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Notice shall be given within thirty (30) days of the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the Indemnitee except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the Indemnitee's delay in giving such notice and then only to the extent of such prejudice. (b) In the case of third party claims for which indemnification is sought, the Indemnitor shall have the option (i) The party seeking indemnification under this Article X to conduct any proceedings or negotiations in connection therewith, (the "Indemnified Party"ii) shall, promptly after the Indemnified Party has notice to take all other steps to settle or knowledge of defend any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, provided that the failure to so notify the Indemnitor shall not affect settle any such claim without the indemnity made hereunder consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or relieve liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within twenty (20) days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnification, notify the Indemnitee within twenty (20) days after receipt of the Notice of the Indemnitor's election to defend such claim; (iii) the Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or in addition to those available to the Indemnitor and shall pay the fees and disbursements any of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitleddefenses are, at its own expenseor in the reasonable opinion of the Indemnitee may be, to participate in any action, suit, claim unavailable or proceeding, materially adversely affected if the Indemnitor directs the defense of such action on behalf of the Indemnitee; or (iv) a conflict exists between the Indemnitor and the Indemnitee which the Indemnitee has been assumed by reasonably concluded would prejudice the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any 's defense of such action, suit, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall defend against such claim or proceeding and may settle such claim without the prior written consent of the Indemnitor, and Indemnitor may not challenge the reasonableness of any such settlement. Subject to the limitations and other provisions of Article X and this Article XI, the expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor and the Indemnitor shall pay the Indemnitee, in immediately available funds (or, if the Indemnitor is a Seller or Stockholder, in shares of Series D Stock valued at its liquidation preference), as such Losses are incurred. Regardless of which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without party shall assume the prior written consent defense of the Indemnified Partyclaim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, subject to the limitations and other provisions of Article X and this Article XI, the Indemnitor shall not effect any settlement within ten (10) days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount payable to the Indemnitee the amount of such Losses. Anything in this Article XI to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee's prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee, which restricts the Indemnitee's ability to conduct its business and as a result would have a material adverse effect on the Indemnitee, or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which such claim. In the Indemnified Party is event that (x) the Indemnitor and a third party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject agree to the indemnity set forth herein, the Indemnified Party shall be entitled to settlement of a prompt reimbursement of such amount from claim which solely involves a payment by the Indemnitor, (y) the Indemnitee does not consent to such settlement and (z) thereafter the final non-appealable determination of the amount payable to such third party is in excess of the proposed settlement amount, then the Indemnitee shall be liable for the payment to such third party of any such excess. (c) The remedies for claims for indemnification under this Article XI shall be the sole and exclusive remedy for the recovery of monetary damages for such claims by the Purchaser against the Sellers and the provisions Stockholders (but shall in no event preclude the commencement of any action or other proceeding to assert or enforce any indemnification obligations under this Section 10.02 Article XI in accordance with the terms hereof or the assertion of any equitable right or the seeking of any equitable relief and further shall otherwise applyin no event restrict any claim involving fraud, willful misconduct or bad faith).

Indemnification Procedure. (ia) The Notice to the indemnifying party seeking indemnification under this Article X (the "Indemnified Party") shall, shall be given promptly after the Indemnified Party has notice or receipt by any indemnified party of actual knowledge of the commencement of any proposed settlement, agreement, claim, action or proceeding giving rise the assertion of any claim that will likely result in a claim by it for indemnity pursuant to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a this Agreement. Such notice (a "Claim Notice") describing shall set forth in reasonable detail the facts giving rise to its nature of such action or claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitorknown, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense include copies of any matter giving rise to a claim for indemnification, and shall pay written correspondence or pleadings from the fees and disbursements of such counsel relating to party asserting such claim for indemnificationor initiating such action. Any Indemnified Party The indemnifying party shall be entitled, at its own expense, to assume or participate in any action, suit, claim or proceeding, the defense of which has been assumed such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the Indemnitorparty seeking indemnification, which approval shall not be unreasonably withheld. (iiib) No Indemnified Party shall enter into any settlement or other compromise with With respect to any actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, suitthe cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 7.03 or 7.04, as such expenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. No indemnified party shall settle any action or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitorindemnifying party, and no indemnifying party shall settle any action or proceeding unless the provisions of this Section 10.02 shall otherwise applyindemnified party is unconditionally released without any liability.

Indemnification Procedure. (i1) The Any party seeking indemnification under this Article X who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof within fifteen (15) days of the "Indemnified Party") shall, promptly after the Indemnified Party has notice filing or knowledge other written assertion of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst the Indemnitee, give provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party s right to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, unless and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced sought by such failureparty hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a Notice ) to the Indemnitor stating the nature and basis of such claim. (ii2) The IndemnitorIf indemnification is sought, upon presentation of a Claim Noticethe Indemnitor shall, shall if necessary, retain counsel reasonably satisfactory to the Indemnified Party Indemnitee, it being agreed that Xxxxxx LLP is satisfactory, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld or delayed) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in andany proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the extent defense of such claim. If (i) the Indemnitor desires, shall decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a notify the Indemnitee within fifteen (15) Business Days after receipt of the Notice of the Indemnitor s election to defend such claim or (iii) in the reasonable opinion of counsel for indemnificationthe Indemnitee, the representation by the same counsel of the Indemnitor and shall pay the fees Indemnitee would be inappropriate due to actual or potential material differing interests between such Indemnitee and disbursements of any other party represented by such counsel relating to in such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, then in each such case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any actionIndemnitee and the Indemnitee shall, suit, claim or proceeding without at the prior written consent sole expense of the Indemnitor, defend against such claim; provided, that the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed unless delayed). The Indemnitor shall pay for only one separate legal counsel for the Indemnitees, and such Indemnified Party waives its right legal counsel shall be selected by the Indemnitor. The reasonable expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to be indemnified under this Section. Without indemnification hereunder and the prior written consent Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the Indemnified Partyincurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. Anything in this Section 5 to the contrary notwithstanding, the Indemnitor shall not effect any settlement of not, without the Indemnitee s prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim.

Indemnification Procedure. The Purchaser Parties, in the case of Section 9.01 hereof, and Xxxxxx, in the case of Section 9.02 hereof (i) The hereinafter, the applicable party seeking indemnification under this Article X (or parties providing indemnity, the "Indemnifying Party" and the party or parties being indemnified, the "Indemnified Party") shall, promptly after agree to give the Indemnified Indemnifying Party has prompt written notice or knowledge of the allegation by any third party of the existence of any proposed settlementliability, obligation, lease, agreement, claimcontract, action other commitment or proceeding giving rise state of facts referred to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (iic) below or shall otherwise be materially prejudiced by such failure. (ii) of Sections 9.01 and 9.02 hereof, as applicable. The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Indemnifying Party shall be entitled, at his or its own sole cost and expense, to participate in and to control the contest, defense, settlement or compromise of any actionclaim if the Indemnifying Party shall agree in writing within 15 days after the receipt of notice of such claim that it is required, suitpursuant to this Article IX, to indemnify the Indemnified Party for the full amount of such claim or proceeding, (the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, a claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Partyhereunder, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any orderkept informed with respect to, writ and shall have the right to participate in, the contest, defense, settlement or judgment compromise of any applicable court such claim. If the Indemnifying Party does not assume the defense of a claim within a reasonable time after notice thereof or, after assumption, does not thereafter diligently pursue such defense or administrative agency or authority to pay any amounts subject to does not comply with the indemnity set forth hereinClaim Acknowledgement Procedure, the Indemnified Party shall be entitled to a prompt reimbursement defend, settle or compromise such matter for the account and at the expense of such amount from the Indemnitor, and Indemnifying Party. Notwithstanding the foregoing provisions of this Section 10.02 9.03, the Indemnified Party shall otherwise applyhave the sole right to control the contest, defense, settlement or compromise of any claim if such claim is not a claim solely for monetary damages. Notwithstanding anything to the contrary set forth in this Article IX, no Indemnified Party shall be entitled to indemnification until the aggregate amount of Losses payable to such Indemnified Party (without giving effect to this limitation) exceeds $10,000; provided, that, if the aggregate amount of such Losses exceeds $10,000, indemnification shall be made to the full extent of any such Losses, including any such Losses that arose prior to the time that the aggregate of such Losses exceeded $10,000.

Indemnification Procedure. (i) The Whenever any claims shall arise for indemnification hereunder, the party seeking indemnification under this Article X (the "Indemnified PartyIndemnitee") shall, shall promptly after notify the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the other party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail of the claim and, when known, the facts giving rise to its constituting the basis for such claim. If any claim for indemnification hereunderhereunder results from or is in connection with any claim by a person who is not a party to this Agreement ("Third Party Claim"), and such notice shall include in such Claim Notice (also specify, if then known) , the amount or method of computation an estimate of the amount of the claim, and a reference to the clause liability arising therefrom. Indemnitee shall give Indemnitor prompt notice of Section 10.01 hereof upon which any such claim is based; provided, however, that the failure to so notify the and Indemnitor shall not affect undertake the indemnity made hereunder or relieve the Indemnitor defense thereof by counsel of its obligation to indemnify such Indemnified Partyown choosing, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to Indemnitee, at the Indemnified Party expense of Indemnitor. Indemnitee shall have the right to participate in and, to the extent the Indemnitor desires, to assume and control the any such defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements Third Party Claim with counsel of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitledits own choosing, at its own expense. If Indemnitor, within a reasonable time after notice of any such Third Party Claim, fails to participate in undertake such defense, Indemnitee or any actionsubsidiary or affiliate of Indemnitee shall have the right to undertake the defense, suitcompromise or settlement of such Third Party Claim on behalf of, claim and for the account of, Indemnitor, at the expense and risk of Indemnitor. Indemnitor shall not, without Indemnitee's written consent, settle or proceedingcompromise any such Third Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the defense of which has been assumed giving by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement claimant or other compromise with respect the plaintiff to any actionIndemnitee or Indemnitee's subsidiaries or affiliates, suitas the case may be, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding an unconditional release from all liability in respect of which such Third Party Claim. Notwithstanding any provisions herein to the Indemnified Party is a party and indemnity could have been sought hereunder contrary, failure of Indemnitee to give any notice required by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under not constitute a waiver of Indemnitee's right to indemnification or a defense to any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyclaim by Indemnitee hereunder.

Indemnification Procedure. (ia) The Any party seeking who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party's right to indemnification under this Article X (hereunder. In the "Indemnified Party") shallevent that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such Indemnitee shall assert a claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a by written notice (a "Claim Notice") describing in reasonable detail to the facts giving rise to its claim for indemnification hereunderIndemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, and the Notice shall include in such Claim Notice (if then known) the amount or method of computation be given within 30 days of the amount filing or other written assertion of any such claim against the Indemnitee, but the failure of the claim, and a reference Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the clause Indemnitee. (b) In the case of Section 10.01 hereof upon third party claims for which indemnification is sought, the Indemnitor shall have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim is based; provided, however, (provided that the failure to so notify the Indemnitor shall not affect settle any such claim without the indemnity made hereunder consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or relieve liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within 20 days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnification, and shall pay notify the fees and disbursements Indemnitee within 20 days after receipt of such counsel relating the Notice of the Indemnitor's election to defend such claim for indemnification. Any Indemnified Party or (iii) the Indemnitee shall have reasonably concluded that there may be entitled, at its own expense, defenses available to participate it which are different from or in any action, suit, claim addition to those available to the Indemnitor or proceeding, a conflict exists between the Indemnitor and the Indemnitee (in which case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party Indemnitee), the Indemnitee shall enter into any settlement or other compromise with respect to any action, suit, defend against such claim or proceeding and the Indemnitee may settle such claim without the prior written consent of the Indemnitor, and Indemnitor may not challenge the reasonableness of any such settlement. The expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, as such Losses are incurred. Regardless of which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without party shall assume the prior written consent defense of the Indemnified Partyclaim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, the Indemnitor shall not effect any settlement within 10 days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Article X to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee's prior written consent, settle or compromise any claim or pending consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or threatened proceeding which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of such claim. (c) The Purchase Price provided for herein shall be deemed excessive to the extent of the amount of any Losses for which the Indemnified Party is a party Sellers are obligated to indemnify the Buyers, and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party Buyers shall be entitled to a prompt reimbursement offset the amount of such amount Losses from amounts payable by Buyers pursuant to the IndemnitorFull Earn-Out (or any advances on account thereof), the Note, the Adjustment Amount and the provisions Balance Sheet Adjustment. (d) The remedies provided for in this Agreement shall not be exclusive of this Section 10.02 shall otherwise applyany other rights or remedies available to one party against the other, either at law or in equity.

Indemnification Procedure. (ia) The party seeking indemnification In the event that any Legal Proceedings shall be instituted or that any claim or demand (“Claim”) shall be asserted by any Person in respect of which payment may be sought under this Article X Section 6.1 and 6.2 hereof (regardless of the "Indemnified Party") shalllimitations set forth in Section 6.4), promptly after the Indemnified Party has shall reasonably and promptly cause written notice or knowledge of the assertion of any proposed settlement, agreement, claim, action or proceeding giving rise Claim of which it has knowledge which is covered by this indemnity to such claim for indemnification, give be forwarded to the party obliged Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor be represented by counsel of its obligation to indemnify such Indemnified Partychoice, except and only to the extent that such Indemnitor shall which must be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder. If the Indemnifying Party elects to participate in anddefend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, it shall within thirty (30) days (or sooner, if the extent nature of the Indemnitor desiresClaim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Damages indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim. If the Indemnifying Party shall assume and control the defense of any matter giving rise to a claim for indemnificationClaim, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitledmay participate, at his or its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by such Claim. The parties hereto agree to cooperate fully with each other in connection with the Indemnitor. (iii) No defense, negotiation or settlement of any such Claim. Notwithstanding anything in this Section 6.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall enter into any settlement or other compromise with respect to any actionshall, suit, claim or proceeding without the prior written consent of the Indemnitorother party, which settle or compromise any indemnifiable Claim or permit a default or consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement entry of any claim or pending or threatened proceeding judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of which the indemnifiable Claim. Notwithstanding the foregoing, if a settlement offer is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party is a party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 6.4, pay the amount called for by such offer, and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are declines to accept such offer, the subject matter of such proceeding. Provided that an Indemnified Party may continue to contest such indemnifiable Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnifiable Claim that the Indemnifying Party has complied with this Section 10.02 an obligation to pay hereunder shall be limited to the amount of the settlement offer. (b) After any final judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in all material respectswhich to appeal therefrom, if such or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority have arrived at a mutually binding agreement with respect to pay any amounts subject to the indemnity set forth hereina Claim hereunder, the Indemnified Party shall be entitled forward to a prompt reimbursement the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applymatter.

Indemnification Procedure. (a) Any party who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party's right to indemnification hereunder except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee's failure to give such notice. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the Indemnitee shall assert a claim for indemnification by written notice ("Notice") to the Indemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Notice shall be given within 30 days of the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the Indemnitee. (b) In the case of third party claims for which indemnification is sought, the Indemnitor shall have the option (i) The party seeking indemnification under this Article X to conduct any proceedings or negotiations in connection therewith, (the "Indemnified Party"ii) shall, promptly after the Indemnified Party has notice to take all other steps to settle or knowledge of defend any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, provided that the failure to so notify the Indemnitor shall not affect settle any such claim without the indemnity made hereunder consent of the Indemnitee which consent shall not be unreasonably withheld) and (iii) to employ counsel to contest any such claim or relieve liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within 20 days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, decline to assume and control the defense of any matter giving rise such claim, (ii) the Indemnitor shall fail to a claim for indemnification, and shall pay notify the fees and disbursements Indemnitee within 20 days after receipt of such counsel relating the Notice of the Indemnitor's election to defend such claim for indemnification. Any Indemnified Party or (iii) the Indemnitee shall have reasonably concluded that there may be entitled, at its own expense, defenses available to participate it which are different from or in any action, suit, claim addition to those available to the Indemnitor or proceeding, a conflict exists between the Indemnitor and the Indemnitee (in which case the Indemnitor shall not have the right to direct the defense of which has been assumed by such action on behalf of the Indemnitor. (iii) No Indemnified Party Indemnitee), the Indemnitee shall enter into any settlement or other compromise with respect to any action, suit, defend against such claim or proceeding and the Indemnitee may settle such claim without the prior written consent of the Indemnitor, which consent will and Indemnitor may not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without challenge the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement reasonableness of any claim such settlement. The expenses of all proceedings, contests or pending or threatened proceeding lawsuits in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from borne and paid by the Indemnitor, and the provisions Indemnitor shall pay the Indemnitee, in immediately available funds, as such Losses are incurred. Regardless of which party shall assume the defense of the claim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then the Indemnitor shall within ten (10) days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Section 10.02 Article XI to the contrary notwithstanding, the Indemnitor shall otherwise applynot, without the Indemnitee's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of such claim. (c) The remedies provided for in this Agreement shall not be exclusive of any other rights or remedies available to one party against the other, either at law or in equity.

Indemnification Procedure. (i) The party seeking indemnification under this Article X (In the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge event of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnificationagainst any Antengene Indemnitee or Karyopharm Indemnitee (individually, give to an “Indemnitee”), the party obliged to provide indemnification hereunder (indemnified Party shall promptly notify the "Indemnitor") a notice (a "Claim Notice") describing other Party in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation writing of the amount of claim and the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified indemnifying Party shall be entitledmanage and control, at its own sole expense, to participate in any action, suit, claim or proceeding, the defense of the claim and its settlement. The indemnifying Party may settle the claim only with the consent of the applicable Indemnitees, which has been shall not be unreasonably withheld, conditioned or delayed; provided that an Indemnitee shall have no obligation to consent to any settlement of any such claim which imposes on such Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor. (iii) indemnifying Party. The applicable Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. No Indemnified Party shall enter into Indemnitee may settle any settlement or other compromise with respect to any action, suit, such claim or proceeding without the prior written consent of the Indemnitorindemnifying Party, which consent will shall not be unreasonably withheld withheld, delayed or delayed unless such Indemnified conditioned. The indemnifying Party waives shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written consent. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 11.1 or 11.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be indemnified under this Section. Without represented in any such action or proceeding by separate counsel at their expense; provided that the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified indemnifying Party shall be required under any order, writ or judgment responsible for payment of any applicable court or administrative agency or authority such expenses if the Indemnitees are ultimately determined to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount indemnification from the Indemnitorindemnifying Party for the matters to which the Indemnitee notified the indemnifying Party of the application of Sections 11.1 or 11.2, and the provisions of this Section 10.02 shall otherwise applyas applicable.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its A claim for indemnification for any matter not involving a third-party claim may be asserted by notice issued in accordance with Section 11.2 to the Party from whom indemnification is sought. (b) In the event that any Legal Proceedings shall be instituted, or that any claim shall be asserted, by any third party in respect of which payment may be sought under Sections 8.1 and 8.2 hereof (regardless of the limitations set forth in Section 8.3) (an “Indemnification Claim”), the Indemnified Person shall promptly cause written notice of the assertion of any Indemnification Claim of which it has knowledge that is covered by this indemnity to be forwarded to the Party against whom indemnification is sought (the “Indemnifying Party”). The failure of the Indemnified Person to give reasonably prompt notice of any Indemnification Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against by it hereunder, and it shall include in such Claim Notice within thirty (30) days (or sooner, if then known) the amount or method of computation nature of the amount Indemnification Claim so requires) notify the Indemnified Person of its intent to do so. If the claimIndemnifying Party elects not to defend against, and a reference negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against hereunder, the clause Indemnified Person may defend against, negotiate, settle or otherwise deal with, such Indemnification Claim. If the Indemnifying Party shall assume the defense of Section 10.01 hereof upon which any Indemnification Claim, the Indemnified Person may participate, at his or its own expense, in the defense of such claim is basedIndemnification Claim; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor Person shall be unable entitled to exercise its rights under clause participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or, (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation in the reasonable opinion of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to participate pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Persons in andconnection with any Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 8.4 to the contrary, neither the Indemnifying Party nor any Indemnified Person shall, without the written consent of the other Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall be subrogated, to the extent the Indemnitor desiresof such payment, to assume all rights and control remedies of the defense Indemnified Persons to any insurance benefits or other claims of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating indemnified party with respect to such claim Indemnification Claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitorpayment thereof. (iiic) No After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Persons and the Indemnifying Party shall enter into any settlement or other compromise have arrived at a mutually binding agreement with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinIndemnification Claim hereunder, the Indemnified Persons shall forward to the Indemnifying Party shall be entitled notice of any sums due and owing by the Indemnifying Party pursuant to a prompt reimbursement of this Agreement with respect to such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applymatter.

Indemnification Procedure. (ia) The Notice to the indemnifying party seeking indemnification under this Article X (the "Indemnified Party") shall, shall be given promptly after the Indemnified Party has notice or receipt by any indemnified party of actual knowledge of the commencement of any proposed settlement, agreement, claim, action or proceeding giving rise the assertion of any claim that will likely result in a claim by it for indemnity pursuant to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a this Agreement. Such notice (a "Claim Notice") describing shall set forth in reasonable detail the facts giving rise to its nature of such action or claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitorknown, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense include copies of any matter giving rise to a claim for indemnification, and shall pay written correspondence or pleadings from the fees and disbursements of such counsel relating to party asserting such claim for indemnificationor initiating such action. Any Indemnified Party The indemnifying party shall be entitled, at its own expense, to assume or participate in any action, suit, claim or proceeding, the defense of which has been assumed such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the Indemnitorparty seeking indemnification, which approval shall not be unreasonably withheld. (iiib) No Indemnified Party shall enter into any settlement or other compromise with With respect to any actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, suitthe cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 9.02 or 9.03, as such expenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. No indemnified party shall settle any action or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitorindemnifying party, and no indemnifying party shall settle any action or proceeding unless the provisions of this Section 10.02 shall otherwise applyindemnified party is unconditionally released without any liability.

Indemnification Procedure. (ia) The indemnified party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after shall give the indemnifying party (the "Indemnifying Party") prompt written notice of any Losses incurred (or likely to be incurred) by the Indemnified Party has notice with respect to any claim or knowledge assertion of claims by a third party ("Third Party Claim") for which indemnification is available hereunder and the Indemnifying Party may (i) prior to the commencement of any proposed settlementproceedings in connection with such Losses, agreement, claim, action or proceeding giving rise undertake the negotiation of any resolution of the dispute relating to such claim for indemnificationLosses, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderincluding without limitation any settlement or release, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control undertake the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of proceeding (including any alternative dispute resolution proceeding) regarding such Losses by selecting legal counsel relating to such claim for indemnification. Any Indemnified Party who shall be entitled, at its own expense, reasonably acceptable to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the IndemnitorIndemnified Party. (iiib) No Indemnified Provided the Indemnifying Party shall enter into any settlement or other compromise have undertaken the Indemnified Party's defense of a Third Party Claim with respect legal counsel reasonably acceptable to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor and shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by so notified the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to participate at its own expense in the aforesaid negotiation or defense of any claim relating to such Losses (subject to reimbursement to the limited extent provided in Section 10.3(e)), but such negotiations or defense shall be controlled by counsel to the Indemnifying Party. (c) The Indemnifying Party shall not be liable for payments relating to the resolution of any dispute or any settlement of any litigation or proceeding effected by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party's written consent, resolve any dispute or settle or compromise any claim regarding Losses from a Third Party Claim or consent to entry of any judgment which would impose an injunction or other equitable relief upon the Indemnified Party or which does not include an unconditional release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of any such Losses. (d) Each party hereto agrees to give the other party prompt reimbursement notice of any Losses (or possible Losses) asserted against it which might be Losses for which indemnity could be sought against the other party, but the failure to give such notice shall not release the Indemnifying Party of its obligations under this Section 10.3, except to the extent of the actual harm suffered as a result thereof. (e) In the event the Indemnifying Party fails to timely undertake negotiation of any dispute or defend, contest or otherwise protect against any claim or suit with respect to a Third Party Claim, and to so notify the Indemnified Party, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable attorneys' and experts' fees, disbursements and all amounts paid as a result of such amount from claim or suit or the Indemnitorcompromise or settlement thereof; provided, however, that if the Indemnifying Party undertakes -------- ------- negotiation of any dispute and the provisions defense of such matter in accordance with and subject to the above terms of this Section 10.02 10.3, the Indemnified Party shall otherwise applynot be entitled to recover from the Indemnifying Party for its costs incurred thereafter in connection therewith other than the reasonable costs of investigation undertaken by the Indemnified Party and reasonable costs of providing assistance prior to the Indemnifying Party taking action. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party may reasonably request in connection with the negotiation of any dispute and the defense of the matter subject to indemnification and the Indemnifying Party shall reimburse the Indemnified Party's reasonable costs incurred thereafter in connection with such cooperation and assistance.

Indemnification Procedure. (ia) The party seeking indemnification Party(ies) making a Claim pursuant to this Article VII is referred to collectively as the “Indemnified Party,” and the Party(ies) against whom any such Claim is asserted under this Article X (VII is referred to collectively as the "Indemnified “Indemnifying Party") shall, promptly ”. Notice must be given within a reasonable time after the discovery of any fact or circumstance on which an Indemnified Party has could claim indemnification (“Claim” or “Claims”). The notice or knowledge shall describe the nature of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderClaim, and shall include in such if the Claim Notice (if then known) is determinable, the amount of the Claim, or method of computation if not determinable, an estimate of the amount of the claimClaim. Each Indemnified Party agrees to use its reasonable best efforts to minimize the amount of the Losses for which it is entitled to indemnification. The Indemnifying Party shall, and a reference at all times, have the primary obligation of defending any Claim. The Indemnified Party shall have the right to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor select counsel of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party choice to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements Claim; provided that the identity of such counsel relating is acceptable to the Indemnifying Party who does not unreasonably withhold its consent to such claim for indemnificationselection. Any Notwithstandfing the foregoing, each Indemnified Party shall be entitled, at its own cost and expense, to participate in any action, suit, claim or proceeding, have counsel of its own choosing assume the defense of which has been assumed by such Claim against it (in the Indemnitorevent the Indemnifying Party does not assume such defense). (iiib) No Indemnified compromise or settlement of such Claim may be effected by the Indemnifying Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor Party (which consent shall not effect any settlement be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any claim violation of Law or pending or threatened proceeding any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder full by the Indemnified Indemnifying Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, ; and (C) the Indemnified Party shall have no liability with respect to any compromise or settlement of such Claim effected without its consent. (c) A Claim shall be entitled deemed finally resolved, in the event a matter is submitted to a prompt reimbursement court, upon the entry of such amount judgment by a court of final authority. (d) Notwithstanding anything in this Article VII, to the extent a Claim is capable of a cure that would place the Indemnified Party into the same position it would have been but for the Claim, no Claim shall arise until the Indemnifying Party has failed to promptly cure the Claim, but no later than within thirty (30) days of notice thereof. The cure period shall not toll any Losses from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyaccruing.

Indemnification Procedure. (ia) The Notice to the indemnifying party seeking indemnification under this Article X (the "Indemnified Party") shall, shall be given promptly after the Indemnified Party has notice or receipt by any indemnified party of actual knowledge of the commencement of any proposed settlement, agreement, claim, action or proceeding giving rise the assertion of any claim that will likely result in a claim by it for indemnity pursuant to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a this Agreement. Such notice (a "Claim Notice") describing shall set forth in reasonable detail the facts giving rise to its nature of such action or claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitorknown, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense include copies of any matter giving rise to a claim for indemnification, and shall pay written correspondence or pleadings from the fees and disbursements of such counsel relating to party asserting such claim for indemnificationor initiating such action. Any Indemnified Party The indemnifying party shall be entitled, at its own expense, to assume or participate in any action, suit, claim or proceeding, the defense of which has been assumed such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the Indemnitorparty seeking indemnification, which approval shall not be unreasonably withheld. (iiib) No Indemnified Party shall enter into any settlement or other compromise with With respect to any actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, suitthe cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 7.01 or 7.02, as such expenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. No indemnified party shall settle any action or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitorindemnifying party, and no indemnifying party shall settle any action or proceeding unless the provisions of this Section 10.02 shall otherwise applyindemnified party is unconditionally released without any liability.

Indemnification Procedure. Immediately and in any case within fifteen (i15) The party days following the knowledge of a claim or potential claim that would be subject to this Section 7, the Party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has will give written notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the other party obliged to provide indemnification hereunder (the "IndemnitorIndemnifying Party") ). The written notice must contain a notice (a "Claim Notice") describing in reasonable detail detailed description of the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of that support the claim, as well as the value of the same. The indemnifying Party shall have the right, at its sole option and a reference expense, to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor be represented by counsel of its obligation to indemnify such Indemnified Partychoice, except and only to the extent that such Indemnitor shall which must be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnificationParty, and shall pay the fees and disbursements of such counsel relating to such defend against, negotiate, settle or otherwise deal with any claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect relates to any actionlosses to be so indemnified by it hereunder. If the indemnifying Party elects to defend against, suitnegotiate, settle or otherwise deal with any claim which relates to any losses indemnified against by it hereunder, it shall within fifteen (15) Business Days (or proceeding without sooner, if the prior written consent nature of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which so requires) notify the Indemnified Party is a party of its intent to do so. If the indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any claim which relates to any losses indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such claim. In the latter case, the Indemnifying Party will be obliged to make payments to the Indemnified Party of any and indemnity could have been sought hereunder all costs arising from the defence contemplated in this section 7.2(c), within thirty (30) days following the payment of the corresponding expense by the Indemnified Party, unless such settlement includes an unconditional release until the issuance of a final conviction, conciliation, ruling, award or settlement. The indemnity obligations contained in this section 7.2(d), will survive the Closing Date until the expiration of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this term to claim provided in Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply7.2(f).

Indemnification Procedure. Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its Affiliates and their respective employees, officers, agents, attorneys, stockholders and directors, and their respective successors, licensees and assigns (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) harmless from and against (and shall pay as incurred) any and all claims, proceedings, actions, damages, costs, expenses and other liabilities and losses (whether under a theory of strict liability, or otherwise) of whatsoever kind or nature, other than contract claims between the parties hereunder (each a “Claim”), incurred by, or threatened, imposed or filed against, any Indemnified Party (including, without limitation, (i) The reasonable costs of investigation and defense, which shall include, without limitation, court costs and reasonable attorney, expert and third party seeking fees, and (ii) to the extent permitted by law, any fines, penalties and forfeitures in connection with any proceedings against an Indemnified Party) caused by any breach or alleged breach of the Agreement by the Indemnifying Party. Nothing in this Section 16 shall be construed so as to limit the provisions of Section 22.8 hereof. If any Claim for indemnification arises under this Article X (the "Indemnified Party") shallSection 16, promptly after then the Indemnified Party has notice shall promptly notify the Indemnifying Party in writing (an “Indemnity Notification”) and shall consult with and keep the Indemnifying Party reasonably informed with respect to the investigation, defense, compromise, settlement, resolution or knowledge other disposition of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedClaim; provided, however, that the failure to so notify the Indemnitor promptly provide any required Indemnity Notification shall not affect in any manner diminish an Indemnifying Party’s obligations under the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified PartyAgreement, except and only to the extent that a court of competent jurisdiction has finally determined that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be failure materially prejudiced by the Indemnifying Party. The Indemnifying Party shall have the right, at its cost and expense, to control the defense, negotiation and settlement of any Claim with counsel of its choice. If the Indemnifying Party shall elect to control such failure. defense, then each Indemnified Party shall nevertheless retain the right to employ (iiat its sole expense) The Indemnitor, upon presentation separate counsel of its choice in any action subject to a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to for indemnity and participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise thereof unless the Indemnifying Party shall have failed promptly to a claim for indemnificationappoint counsel and assume such defense, and shall pay the in which event such fees and disbursements expenses of such counsel relating to such claim for indemnification. Any each Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed paid by the Indemnitor. (iii) No Indemnified Indemnifying Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without as incurred by the prior written consent of Indemnifying Party and in no way affects the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent rights of the Indemnified Party. Neither party shall settle, compromise or consent to the Indemnitor shall not effect any settlement entry of any claim judgment in or otherwise seek to terminate any pending or threatened proceeding Claim in respect of which the Indemnified Party is a party and indemnity could have been sought entitled to indemnification hereunder by the Indemnified Party, unless such settlement includes an unconditional release of (whether or not the Indemnified Party from all liability or claims that are is a party thereto), without the subject matter prior written consent of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment the other party hereto unless the settlement involves solely the payment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applymoney.

Indemnification Procedure. (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or MDRNA Indemnitee shall be made solely by Novartis or mdRNA, respectively, on behalf of the Novartis Indemnitee or MDRNA Indemnitee, as the case may be. (b) A Party seeking indemnification hereunder (“Indemnified Party”) shall notify the other Party (“Indemnifying Party”) in writing reasonably promptly after the [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-Section (d) below, the Indemnifying Party shall, within [***] days after receipt of the Indemnification Claim Notice assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party in its defense of the Claim. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) The party seeking indemnification under this Article X the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the "Indemnified Party") shallIndemnifying Party may, promptly after at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party has notice (such consent not to be unreasonably withheld or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder delayed); (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then knowniii) the amount or method of computation Indemnifying Party shall keep the Indemnified Party informed of the amount status of such Claim; and (iv) the claim, and a reference Indemnifying Party shall have the right to settle the clause of Section 10.01 hereof upon which such claim is basedClaim on any terms the Indemnifying Party chooses; provided, however, that the failure to so notify the Indemnitor it shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Partynot, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any agree to a settlement of any claim Claim which could lead to liability or pending create any financial or threatened proceeding in respect other obligation on the part of the Indemnified Party for which the Indemnified Party is a party not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s expense. In particular, the Indemnified Party shall furnish such records, information and indemnity could have been sought hereunder [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith; subject to the right of the Indemnified Party to obtain reasonable confidentiality protection in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability Novartis Indemnitees or claims that are mdRNA Indemnitees, as the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respectscase may be, if such Indemnified Party shall be required under any order, writ or judgment and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any applicable court records or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the information provided. The Indemnified Party shall be entitled to a prompt reimbursement participate in, but not control, the defense of such amount from Claim with its own counsel and at its own expense; provided, however, that if the Indemnitor, litigants in any such action include both the Indemnified Party and the provisions Indemnifying Party and legal counsel for the Indemnified Party shall have reasonably concluded in a written legal opinion delivered to the Indemnifying Party that, by reason of certain bona fide defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, the interests of the Indemnified Party materially conflict with the interests of the Indemnifying Party such that it would be unethical under applicable rules relating to attorney conflicts of interest for the Indemnifying Party and such Indemnified Party to be represented by the same counsel with respect to such defense, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses, with the reasonable expenses and fees of such separate counsel to be reimbursed by the Indemnifying Party as and when incurred. (e) If the Indemnifying Party fails to assume or conduct the defense and handling of any Claim in good faith as provided in Section 10.3(d) above, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate; provided, that the foregoing shall not be construed as a limitation on the Indemnified Party’s right to claim that the Indemnifying Party has breached its obligations pursuant to this Section 10.02 10. In such event, the Indemnified Party shall otherwise applykeep the Indemnifying Party timely apprised of the status of such Claim and the Indemnified Party shall have the right to settle the Claim on any terms the Indemnified Party chooses; provided, however, that the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnifying Party, other than its liability for indemnification of the Indemnified Party as provided in this Article 10, or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnifying Party. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Indemnification Procedure. (ia) The indemnified party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after shall give the indemnifying party (the "Indemnifying Party") prompt written notice of any Losses incurred (or likely to be incurred) by the Indemnified Party has notice with respect to any claim or knowledge assertion of claims by a third party ("Third Party Claim") for which indemnification is available hereunder and the Indemnifying Party may (i) prior to the commencement of any proposed settlementproceedings in connection with such Losses, agreement, claim, action or proceeding giving rise undertake the negotiation of any resolution of the dispute relating to such claim for indemnificationLosses, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderincluding without limitation any settlement or release, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control undertake the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of proceeding (including any alternative dispute resolution proceeding) regarding such Losses by selecting legal counsel relating to such claim for indemnification. Any Indemnified Party who shall be entitled, at its own expense, reasonably acceptable to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the IndemnitorIndemnified Party. (iiib) No Indemnified Provided the Indemnifying Party shall enter into any settlement or other compromise have undertaken the Indemnified Party's defense of a Third Party Claim with respect legal counsel reasonably acceptable to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor and shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by so notified the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to participate at its own expense in the aforesaid negotiation or defense of any claim relating to such Losses (subject to reimbursement to the limited extent provided in Section 10.3(e)), but such negotiations or defense shall be controlled by counsel to the Indemnifying Party. (c) The Indemnifying Party shall not be liable for payments relating to the resolution of any dispute or any settlement of any litigation or proceeding effected by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party's written consent, resolve any dispute or settle or compromise any claim regarding Losses from a Third Party Claim or consent to entry of any judgment which would impose an injunction or other equitable relief upon the Indemnified Party or which does not include an unconditional release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of any such Losses. (d) Each party hereto agrees to give the other party prompt reimbursement notice of any Losses (or possible Losses) asserted against it which might be Losses for which indemnity could be sought against the other party, but the failure to give such notice shall not release the Indemnifying Party of its obligations under this Section 10.3, except to the extent of the actual harm suffered as a result thereof. (e) In the event the Indemnifying Party fails to timely undertake negotiation of any dispute or defend, contest or otherwise protect against any claim or suit with respect to a Third Party Claim, and to so notify the Indemnified Party, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable attorneys' and experts' fees, disbursements and all amounts paid as a result of such amount from claim or suit or the Indemnitorcompromise or settlement thereof; provided, however, that if the Indemnifying -------- ------- Party undertakes negotiation of any dispute and the provisions defense of such matter in accordance with and subject to the above terms of this Section 10.02 10.3, the Indemnified Party shall otherwise applynot be entitled to recover from the Indemnifying Party for its costs incurred thereafter in connection therewith other than the reasonable costs of investigation undertaken by the Indemnified Party and reasonable costs of providing assistance prior to the Indemnifying Party taking action. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party may reasonably request in connection with the negotiation of any dispute and the defense of the matter subject to indemnification and the Indemnifying Party shall reimburse the Indemnified Party's reasonable costs incurred thereafter in connection with such cooperation and assistance.

Indemnification Procedure. If either QLT or Xenova or any of their respective Affiliates (i) The party seeking indemnification in this section, an "INDEMNIFIED PARTY"), receives any written Claim which it believes is the subject of, or otherwise believes that circumstances exist giving rise to, an indemnity under this Article X Agreement by either Xenova or QLT, as the case may be (the in this section, an "Indemnified PartyINDEMNIFYING PARTY") shall), promptly after the Indemnified Party has notice or knowledge of any proposed settlementshall, agreement, claim, action or proceeding giving rise to as soon as reasonably practicable after forming such claim for indemnificationbelief, give notice of the Claim or circumstances to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunderIndemnifying Party, and shall include in such Claim Notice (if then known) the amount or method of computation including full particulars of the amount of the claim, and a reference claim or circumstances to the clause of Section 10.01 hereof upon which such claim is based; extent known to the Indemnified Party, provided, however, that the failure to so notify give timely notice to the Indemnitor Indemnifying Party as contemplated hereby shall not affect release the indemnity made hereunder or relieve the Indemnitor of its obligation Indemnifying Party from any liability to indemnify such any persons indemnified under this Article 15, and, subject to Article 13 in respect of infringement claims and infringement actions, the following shall apply: (a) the Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, except and only to assume the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation defense of a the Claim Notice, shall retain with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party; (b) if the Indemnifying Party to does not so assume the defense of the Claim, the Indemnified Party may assume the defense with counsel of its choice at the sole expense of the Indemnifying Party; (c) if the Indemnifying Party assumes the defense of the Claim, the Indemnified Party may participate in andtherein through counsel of its choice, to but the extent cost of such counsel shall be borne solely by the Indemnitor desires, to assume and control Indemnified Party; (d) any party not assuming the defense of any matter giving rise such Claim shall render all reasonable assistance to a claim for indemnificationthe party assuming the defense, and all out-of-pocket costs of this assistance shall pay be borne solely by the fees Indemnifying Party; and (e) no Claim shall be settled other than by the party defending the Claim, and disbursements then only with the consent of such counsel relating to such claim for indemnification. Any the other party, which shall not be unreasonably withheld, provided, however, that the Indemnified Party shall be entitled, at its own expense, have no obligation to participate in any action, suit, claim or proceeding, the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect consent to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of Claim which imposes on the Indemnified Party is a party any liability or obligation which cannot be assumed and indemnity could have been sought hereunder performed in full by the Indemnified Indemnifying Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. (i) The party seeking indemnification under For purposes of this Article X (IX, the party entitled to indemnification shall be known as the "Indemnified PartyINJURED PARTY" and the party required to indemnify shall be known as the ") shallOTHER PARTY." In the event that the Other Party shall be obligated to the Injured Party pursuant to this Article IX, promptly after or in the Indemnified Party has notice or knowledge of any proposed settlementevent that a suit, agreementaction, claiminvestigation, action claim or proceeding giving rise to such claim for indemnificationis begun, give made or instituted and as a result of which the Other Party may become obligated to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification Injured Party hereunder, and the Injured Party shall include in such Claim Notice (if then known) give prompt written notice to the amount or method of computation Other Party of the amount occurrence of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is basedevent; provided, however, that the failure to so notify the Indemnitor Other Party shall not affect the indemnity made hereunder or relieve the Indemnitor Other Party from any obligation or liability which it may have under this Article IX, unless such notice is delivered following the expiration of its obligation to indemnify such Indemnified Partythe applicable survival period, except and only to the extent that the Other Party has been prejudiced in any material respect by such Indemnitor failure and in any event shall not relieve the Other Party from any other obligation or liability which it may have to such Injured Party otherwise than under this Article IX. The Other Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding with counsel of its choice at the Other Party's cost and expense and shall have the sole power to control and direct such defense at its cost; provided, however, that such counsel shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Injured Party in the exercise of its reasonable judgment. The Injured Party shall have the right, but not the obligation, to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expenseexpense in the defense thereof by counsel of its own choice. The Injured Party shall not settle, to participate admit or in any way materially prejudice a suit, action, investigation, claim or proceeding for which it is indemnified by the Other Party without the written consent of the Other Party. In the event that (i) the Other Party fails to timely defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, (ii) the defense Other Party shall not have employed counsel to represent such Injured Party within a reasonable time after notice of which has been assumed by the Indemnitor. institution of any such lawsuit, claim or proceeding, (iii) No Indemnified the use of counsel chosen by the Other Party shall enter into to represent such Injured Party would present such counsel with a conflict of interest or (iv) the defendants in, or targets of, any settlement or other compromise with respect to any action, suitsuch lawsuit, claim or proceeding without include both an Injured Party and the prior written consent of Other Party and such Injured Party shall have reasonably concluded that there may be legal defenses available to it or to other Injured Parties which are different from, or in addition to, those available to the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Other Party, the Indemnitor Injured Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settlement thereof and recover the entire cost thereof from the Other Party including, without limitation, reasonable attorneys fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof, and the Other Party shall not effect any settlement have the right to direct the defense of any claim such action on behalf of the Injured Party. The foregoing indemnification commitments shall apply whether or pending or threatened proceeding in respect of which not the Indemnified Injured Party is a formal party and indemnity could have been sought hereunder by the Indemnified Partyto any such lawsuit, unless such settlement includes an unconditional release of the Indemnified Party from all liability claim or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise apply.

Indemnification Procedure. The Purchaser Parties, in the case of Section 9.01 hereof, and Thralow, in the case of Section 9.02 hereof (i) The hereinafter, the applicable party seeking indemnification under this Article X (or parties providing indemnity, the "Indemnifying Party" and the party or parties being indemnified, the "Indemnified Party") shall, promptly after agree to give the Indemnified Indemnifying Party has prompt written notice or knowledge of the allegation by any third party of the existence of any proposed settlementliability, obligation, lease, agreement, claimcontract, action other commitment or proceeding giving rise state of facts referred to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (iiiii) below or shall otherwise be materially prejudiced by such failure. (ii) of Sections 9.01 and 9.02 hereof, as applicable. The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Indemnifying Party shall be entitled, at his or its own sole cost and expense, to participate in and to control the contest, defense, settlement or compromise of any actionclaim if the Indemnifying Party shall agree in writing within 15 days after the receipt of notice of such claim that it is required, suitpursuant to this Article 9, to indemnify the Indemnified Party for the full amount of such claim or proceeding, (the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume the defense of which has been assumed by the Indemnitor. (iii) No Indemnified Party shall enter into any settlement or other compromise with respect to any action, suit, a claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Partyhereunder, the Indemnitor shall not effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any orderkept informed with respect to, writ and shall have the right to participate in, the contest, defense, settlement or judgment compromise of any applicable court such claim. If the Indemnifying Party does not assume the defense of a claim within a reasonable time after notice thereof or, after assumption, does not thereafter diligently pursue such defense or administrative agency or authority to pay any amounts subject to does not comply with the indemnity set forth hereinClaim Acknowledgement Procedure, the Indemnified Party shall be entitled to a prompt reimbursement defend, settle or compromise such matter for the account and at the expense of such amount from the Indemnitor, and Indemnifying Party. Notwithstanding the foregoing provisions of this Section 10.02 9.03, the Indemnified Party shall otherwise applyhave the sole right to control the contest, defense, settlement or compromise of any claim if such claim is not a claim solely for monetary damages. Notwithstanding anything to the contrary set forth in this Article IX, no Indemnified Party shall be entitled to indemnification until the aggregate amount of Losses payable to such Indemnified Party (without giving effect to this limitation) exceeds $25,000; provided, that, if the aggregate amount of such Losses exceeds $25,000, indemnification shall be made to the full extent of any such Losses, including any such Losses that arose prior to the time that the aggregate of such Losses exceeded $25,000.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has notice or knowledge of any proposed settlement, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its A claim for indemnification for any matter not involving a third-party claim may be asserted by notice issued in accordance with Section 10.2 to the Party from whom indemnification is sought. (b) In the event that an Indemnified Person becomes aware of a third party claim in respect of which indemnification may be sought under Sections 7.1 and 7.2 hereof (regardless of the limitations set forth in Section 7.3) (an “Indemnification Claim”), the Indemnified Person shall notify the Party against whom indemnification is sought (the “Indemnifying Party”) of such Indemnification Claim, including a statement of the basis for such claim. The failure of the Indemnified Person to give reasonably prompt notice of any Indemnification Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against by it hereunder, and subject to the remainder of this Section 7.4(b). If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against by it hereunder, it shall include in such Claim Notice within thirty (30) days (or sooner, if then known) the amount or method of computation nature of the amount Indemnification Claim so requires) notify the Indemnified Person of its intent to do so. If the claimIndemnifying Party elects not to defend against, and a reference negotiate, settle or otherwise deal with, any Indemnification Claim that relates to any Losses indemnified against hereunder, the clause Indemnified Person may defend against, negotiate, settle or otherwise deal with, such Indemnification Claim at the Indemnifying Party’s expense. If the Indemnifying Party shall assume the defense of Section 10.01 hereof upon which any Indemnification Claim, the Indemnified Person may participate, at his or its own expense, in the defense of such claim is basedIndemnification Claim; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor Person shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party shall be entitled, at its own expense, entitled to participate in any action, suit, claim or proceeding, such defense with separate counsel at the defense expense of which has been assumed the Indemnifying Party if (i) so requested by the Indemnitor. Indemnifying Party to participate or, (iiiii) No in the reasonable opinion of counsel to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and the Indemnifying Party that would make such separate representation advisable. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. The Indemnifying Party shall enter into have the right to settle or otherwise dispose of the Indemnification Claim on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate; provided, however, that notwithstanding anything in this Section 7.4 to the contrary, (i) the Indemnified Person shall not settle or compromise any settlement Indemnification Claim or other compromise with respect permit a default or consent to entry of any action, suit, claim or proceeding judgment without the prior written consent of the IndemnitorIndemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed unless such Indemnified delayed, and (ii) the Indemnifying Party waives its right to be indemnified under this Section. Without shall not, without the prior written consent of the Indemnified other Party, the Indemnitor which shall not effect be unreasonably withheld, conditioned or delayed, settle or compromise any settlement Indemnification Claim or permit a default or consent to entry of any claim judgment if (A) such settlement or pending or threatened proceeding in respect compromise does not include a full release of which claims against the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified other Party, unless (B) such settlement or compromise includes an unconditional release admission of guilt or fault of the Indemnified Party from all liability other Party, or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein(C) as a result thereof, the Indemnified Party shall be entitled Person would become subject to a prompt reimbursement injunctive or other equitable relief or any remedy other than the payment of such amount from money by the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyIndemnifying Party.

Indemnification Procedure. (ia) The Any party seeking making a claim for indemnification under this Article X hereunder (the an "Indemnified PartyIndemnitee") shall, shall notify the indemnifying party (an "Indemnitor") of the claim in writing promptly after the Indemnified Party has receiving written notice or knowledge of any proposed settlementaction, agreementlawsuit, claimproceeding, action investigation or proceeding giving other claim against it (if by a third party) or discovering the liability, obligation or facts which may reasonably be expected to give rise to such claim for indemnification, give to describing the party obliged to provide indemnification hereunder claim, the amount thereof (if known and quantifiable), and the "Indemnitor") a notice basis thereof (a "Notice of Claim"), provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent such failure shall have actually prejudiced the Indemnitor. (b) With respect to any third party action, lawsuit, proceeding, investigation or other claim which is the subject of a Notice of Claim, an Indemnitor shall be entitled to assume and control (with counsel of its choice) the defense of such action, lawsuit, proceeding, investigation or other claim at the Indemnitor's expense and at its option by sending written notice of its election to do so within fifteen (15) days after receiving the Notice of Claim Noticefrom the Indemnitee as aforesaid; provided, however, that: (i) The Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose (the fees and expenses of such separate counsel shall be borne by Indemnitee); and to assert against any third party (other than the Indemnitor or any of its Subsidiaries or Affiliates) any and all crossclaims and counterclaims the Indemnitee may have, subject to Indemnitor's consent, which consent shall not be unreasonably withheld or delayed; (ii) If the Indemnitor elects to assume the defense of any such claim, the Indemnitor shall be entitled to compromise or settle such claim in its sole discretion so long as either (x) such compromise or settlement is purely monetary and provides an unconditional release of the Indemnitee with respect to such claim or (y) the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld or delayed); and (iii) If the Indemnitor shall not have assumed the defense of such claim within the fifteen (15) day period set forth above, the Indemnitee may assume the defense of such claim with counsel selected by it and may make any compromise or settlement thereof or otherwise protect against the same and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof, provided that, in the case of any such compromise or settlement, (x) such compromise or settlement is purely monetary and provides an unconditional release of the Indemnitor with respect to such claim or (y) the Indemnitee shall obtain the prior written consent of the Indemnitor (which shall not be unreasonably withheld or delayed). The Indemnitee shall give the Indemnitor notice of the name of counsel selected by it prior to the time of assuming the defense and the Indemnitor shall have five (5) Business Days in which to object to such counsel. In the event of such objection, the Indemnitor shall have the obligation to defend on the terms specified in Section 15.5(b)(ii). (c) The Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. To the extent Indemnitor is actually harmed by any failure by the Indemnitee to so cooperate, such failure shall render null and void any obligation of the Indemnitor to indemnify the Indemnitee pursuant to this Article 15. (d) The foregoing paragraphs (a) through (c) notwithstanding, with respect to any claim by an Indemnitee for indemnification pursuant to Section 15.1(c) with respect to Section 4.2(e), or Section 15.1(b) with respect to Section 6.12, the Indemnitee shall give the Indemnitor sole control of the defense of the underlying matter with respect to which the Indemnitee claims indemnity (hereinafter "Purchaser Claims"), including any actions to address an environmental condition in a manner and to an extent necessary to cause the Assets to be in substantial compliance with Environmental Laws, including without limitation, site investigations, and the treatment, destruction, containment, removal or transportation off-site for disposal of Hazardous Materials (hereinafter a "Site Remediation"). Without further consideration (except as set forth below), the Indemnitee agrees that it shall support and cooperate in any and all reasonable ways with the Indemnitor. The foregoing obligation shall include, without limitation, the following: (i) providing the Indemnitor, its employees, agents, contractors and subcontractors and other authorized representatives engaged by or associated with the Indemnitor (collectively, the "Indemnitor Personnel") describing in reasonable detail the facts giving rise and representatives of any governmental agency with access to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation property of the amount of the claim, and a reference Indemnitee to the clause of Section 10.01 hereof upon which such claim is basedconduct Site Remediation; provided, however, that the failure such access shall only occur at times and for periods reasonably agreed to so notify the Indemnitor by Purchaser and such access shall not affect unduly interfere with the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure.Business activities conducted at any facilities; (ii) The Indemnitorany and all reasonable assistance in securing any required permits or approvals (including without limitation by holding in its name any such permit where necessary or appropriate) in order to perform any Site Remediation; provided, upon presentation however, that reasonable, out of a Claim Notice, shall retain counsel reasonably satisfactory to pocket expenses incurred by the Indemnified Party to participate Indemnitee in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of performing such counsel relating to such claim for indemnification. Any Indemnified Party assistance shall be entitled, at its own expense, to participate in any action, suit, claim or proceeding, the defense of which has been assumed reimbursed by the Indemnitor.; (iii) No Indemnified Party such support by the Indemnitee as may be reasonably required and requested by the Indemnitor or Indemnitor Personnel in conducting any Site Remediation and in managing, settling or defending any third party claim; including without limitation, permitting the Indemnitor to review, copy and/or consult pertinent books, documents and records and interview with knowledgeable employees, provided that reasonable expenses incurred by the Indemnitee in performing such assistance shall enter into be reimbursed by the Indemnitor; (iv) such decision, comments or information as may reasonably be requested by the Indemnitor to avoid delay in the performance of any Site Remediation and/or any settlement or other compromise defense of any third party claim; (v) any necessary easements upon any property of the Indemnitee, any necessary access to utilities, including but not limited to water, at the expense of the Indemnitor (provided the charges for such utilities are separately metered), and any necessary place to receive any treated water, provided that such easement or access does not materially interfere with the Business activities conducted at any facilities; (vi) all reasonable assistance in prosecuting any claims it may have against third party contributors to the underlying matter; and (vii) permit the Indemnitor to take any Site Remediation necessary to fulfill Indemnitor's responsibilities under this Agreement. The Indemnitor shall conduct, manage and control through counsel, consultant or contractor of its choosing: (a) any interaction with, including, without limitation, any negotiation, of an agreement or settlement with Governmental Authorities; (b) any Site Remediation; and (c) any claim, action proceeding, investigation with respect to any actionPurchaser Claims. Without limiting the foregoing, suit, claim or proceeding without the prior written consent Indemnitee agrees not to: (i) interfere with the Indemnitor's management of the Indemnitorforegoing, which consent will not be unreasonably withheld including without limitation, at any time conducting negotiations, settlements, or delayed unless such Indemnified Party waives its right communication with Governmental Authorities or third parties except as required by law; or (ii) at any time, take or offer to be indemnified under this Section. Without the prior written consent of the Indemnified Party, any Governmental Authority or third party any position inconsistent with positions taken or offered by the Indemnitor shall not effect any settlement or Indemnitor Personnel with respect to a Purchaser Claim. Furthermore, Purchaser agrees to promptly notify Sellers of any claim notice concerning any Site Remediation or pending Environmental Claim made by any party on or threatened proceeding in respect of which after the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth herein, the Indemnified Party shall be entitled to a prompt reimbursement of such amount from the Indemnitor, and the provisions of this Section 10.02 shall otherwise applyClosing Date.

Indemnification Procedure. (ia) The party seeking indemnification under this Article X (the "Indemnified Party") shall, promptly after the Indemnified Party has agrees to give written notice or knowledge within a reasonable time to the Indemnifying Party of any proposed settlement, agreement, claim, action claim or proceeding giving rise to such claim for indemnification, other assertion of liability by third parties which could give to the party obliged to provide indemnification hereunder (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to its claim for indemnification hereunder, and shall include in such Claim Notice (if then known) the amount or method of computation of the amount of the claim, and a reference to the clause of Section 10.01 hereof upon which such claim is based; provided, however, that the failure to so notify the Indemnitor shall not affect the indemnity made hereunder or relieve the Indemnitor of its obligation to indemnify such Indemnified Party, except and only to the extent that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially prejudiced by such failure. (ii) The Indemnitor, upon presentation of a Claim Notice, shall retain counsel reasonably satisfactory to the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense of any matter giving rise to a claim for indemnificationindemnification hereunder (hereinafter collectively "Claims," and individually a "Claim"), it being understood that the failure to give such notice shall not affect the Indemnified Party's obligation to indemnify as set forth in this Agreement, unless, and shall pay then only to the fees and disbursements of such counsel relating extent, the Indemnifying Party's ability to contest, defend or settle with respect to such claim for indemnificationClaim is thereby demonstrably and materially prejudiced. Any The obligations and liabilities of the parties hereto with respect to their respective indemnities pursuant to this Section 4 resulting from any Claim, shall be subject to the following additional terms and conditions: (b) Provided the indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to the Claim and further satisfies the Indemnified Party as to its financial ability to satisfy such indemnification obliga tion, the Indemnifying Party shall be entitledhave the right to under take, at by counsel or other representatives of its own expense, to participate in any action, suit, claim or proceedingchoosing, the defense of which has been assumed by the Indemnitoror opposition to such Claim. (iiic) No Indemnified In the event that the Indemnifying Party shall enter into either (i) elect not to undertake, or shall fail to satisfy any settlement requirements to undertake, such defense or other compromise with respect opposition, or (ii) fail to any action, suit, claim or proceeding without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement properly elect within thirty (30) days after notice of any claim or pending or threatened proceeding in respect of which such Claim from the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Partyor thereafter fail to defend or oppose such Claim, unless then, in either such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereinevent, the Indemnified Party shall be entitled have the right to a prompt reimbursement undertake the defense, opposition, compromise or settlement of such amount Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. (d) Anything in this Section 4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Claim or consent to entry of any judgment which includes any admission of liability or does not include as a term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from the Indemnitorall liability in respect of such Claim, and (ii) in the provisions event that the Indemnifying Party undertakes defense of this Section 10.02 or opposition to any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall otherwise applyhave the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim.

Indemnification Procedure. (ia) The Any indemnified party seeking indemnification under this Article X Agreement (the "each, an “Indemnified Party"”) shall, within the relevant limitation period provided in Article VII, promptly after give the Indemnified Party has notice indemnifying party or knowledge of any proposed settlementparties (collectively, agreement, claim, action or proceeding giving rise to such claim for indemnification, give to the party obliged to provide indemnification hereunder (the "Indemnitor"“Indemnifying Party”) a written notice (a "“Claim Notice"”) describing in reasonable detail the facts giving rise to its claim any claims for indemnification hereunder, hereunder and shall include in such Claim the Claims Notice (if then known) the amount or method of computation of the amount of the claim, such claim and a reference to the clause provision of Section 10.01 hereof this Agreement or any agreement, certificate or instrument delivered pursuant to this Agreement upon which such claim is based; provided, howeverthat a Claim Notice in respect of any action at law or in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided, that the further, any delay or failure to so notify the Indemnitor Indemnifying Party shall not affect the indemnity made hereunder or only relieve the Indemnitor Indemnifying Party of its obligation to indemnify such Indemnified Party, except and only obligations hereunder to the extent extent, if at all, that such Indemnitor shall be unable to exercise its rights under clause (ii) below or shall otherwise be materially it is prejudiced by reason of such delay or failure. (b) The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any claim or demand in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim or demand through counsel of its own choosing by so notifying the Indemnified Party within thirty (30) days of receipt of the Indemnified Party’s Claim Notice. If the Indemnifying Party makes such an election: (i) it shall keep the Indemnified Party reasonably informed as to the status of such matter and shall promptly send copies of all pleadings to the Indemnified Party; (ii) The Indemnitorwith respect to any issue involved in such claim or demand, upon presentation it shall have the sole right to settle or otherwise dispose of a Claim Noticesuch claim or demand on such terms as it, in its sole discretion, shall retain counsel reasonably satisfactory to deem appropriate; provided, however, that the consent of the Indemnified Party to participate in and, to the extent the Indemnitor desires, to assume and control the defense settlement or disposition of any matter giving rise to a claim for indemnification, and shall pay the fees and disbursements of such counsel relating to such claim for indemnification. Any Indemnified Party or demand shall be entitled, at its own expense, to participate required if such settlement or disposition shall result in any actionliability to, suit, claim or proceedingequitable relief against, the defense of which has been assumed by the Indemnitor.Indemnified Party; and (iii) No the Indemnified Party shall enter into any settlement or other compromise with respect have the right to any action, suit, participate jointly in the defense of such claim or proceeding without demand, but shall do so at its own cost not subject to reimbursement under Section 8.1 or 8.2. (c) If the prior written consent Indemnifying Party does not elect to take over the defense of the Indemnitor, which consent will not be unreasonably withheld or delayed unless such Indemnified Party waives its right to be indemnified under this Section. Without the prior written consent of the Indemnified Party, the Indemnitor shall not effect any settlement of any a claim or pending or threatened proceeding in respect of which the Indemnified Party is a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability or claims that are the subject matter of such proceeding. Provided that an Indemnified Party has complied with this Section 10.02 in all material respects, if such Indemnified Party shall be required under any order, writ or judgment of any applicable court or administrative agency or authority to pay any amounts subject to the indemnity set forth hereindemand, the Indemnified Party shall be entitled have the right to a prompt reimbursement contest, compromise or settle such claim or demand in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such amount from claim or demand shall be required, which consent shall not be unreasonably withheld. (d) Each party agrees that it shall cooperate with the Indemnitor, and other parties in the provisions defense of this Section 10.02 shall otherwise applyany claim or action.