Common use of Indemnification Procedures With Respect to Third Party Claims Clause in Contracts

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible to seek indemnification under this Article 13 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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 such 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 or 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.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible A Party that intends to seek indemnification under this Article 13 (such Party hereinafter referred to as the "Indemnitee") in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “"Third Party Claim”"), a VIA Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party party from whom indemnification is sought (such Party other party hereinafter referred to as the “"Indemnitor”") within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which such consent shall not be unreasonably withheld), including. The Indemnitee shall have the right to participate, at its own expenseexpense and with counsel of its choice, employment in the defense of legal counselany claim or suit that has been assumed by the Indemnitor. At If the Parties cannot agree as to the application of Articles 13.1 and 13.2 to any time thereafter particular Third Party Claim, the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which Parties may mitigate the extent or amount conduct separate defenses of such Third Party Claim; provided. Each Party reserves the right to claim indemnity from the other in accordance with Articles 13.1 and 13.2 above upon resolution of the underlying claim, however, that if notwithstanding the provisions of this Article 13.3 requiring the Indemnitee to tender to the Indemnitor shall have exercised its right the exclusive ability to assume control of defend 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 such counsel of the Indemnitor in such defense, compromise claim 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 or 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 Claimsuit.

Indemnification Procedures With Respect to Third Party Claims. If the Seller or the Buyer, as the case may be (a) To be eligible to seek indemnification under this Article 13 in respect to a liabilityan “Indemnified Party”), loss, fine, penalty, damage, expense, action, or shall receive notice of any claim brought against such Indemnitee by a Third third party that is or may be subject to indemnification or compensation from the other Party pursuant to this Agreement (such claim hereinafter referred to as a “Third Third-Party Claim”), a VIA Indemnitee or Roche Indemnitee the Indemnified Party shall give the other Party (each, an the “IndemniteeIndemnifying Party”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide prompt written notice of such Third Third-Party Claim within a reasonable period of time shall not relieve and the Indemnitor of any of its obligations hereunderIndemnifying Party shall, except to at the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall Indemnifying Party’s option, have the right to assume participate in the complete control of defence thereof by counsel at the defense, compromise or settlement of any Third Indemnifying Party’s own cost and expense. If the Indemnifying Party Claim (provided acknowledges within 30 days from such written notice in writing its obligation to indemnify the Indemnified Party against all Losses that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of may result from such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third 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 Indemnifying Party shall be required entitled, at the Indemnifying Party’s option, to confer assume and cooperate with control the defence of such Third-Party Claim at the Indemnifying Party’s cost and expense and through counsel of the Indemnitor in Indemnifying Party’s choice. No 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 or Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Third-Party Claim (providedmay be settled by the Indemnifying Party without the written consent of the Indemnified Party, however, unless the settlement involves only the payment of money by the Indemnifying Party. No Third-Party Claim that any such access is being defended in good faith by the Indemnifying Party shall be conducted in such a manner as not to interfere unreasonably with settled by the operations Indemnified Party without the written consent of the businesses Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any losses resulting from the settlement of Indemnitee); and (iii) shall otherwise fully cooperate with Third-Party Claims in violation of the Indemnitor and its legal counsel in the investigation and defense provisions of such Third Party Claimthis Clause 12.3.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible to seek indemnification under this Article 13 14 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Roche Indemnitee or Roche Kosan Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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 such 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 or 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. [*] = CERTAIN CONFIDENTIAL INFROMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible to seek indemnification under this Article 13 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Licensee Indemnitee or Roche Kosan Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Except for patent disputes and claims covered under Article 8, the Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim if the Indemnitor, in the reasonable judgment of the Indemnitee, has the financial resources to satisfy the amount of any judgment, the claims seek monetary judgment only, and the Indemnitor agrees in writing to satisfy and discharge the Third Party Claim. If these conditions are not met, the Indemnitee shall defend the Third Party Claim at the expense of the Indemnitor. If the conditions are met, the Indemnitor shall have the right to defend, compromise or settle the Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. The Indemnitor will not, without the prior written consent of the Indemnitee, enter into any compromise or settlement that commits the Indemnitee to take, or forbear to take, any action. The Indemnitee shall have sole authority to settle any Third Party Claim that involves non-monetary damages or equitable relief. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. confer and cooperate with such 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 or 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.

Indemnification Procedures With Respect to Third Party Claims. (a) To In the event that any Claim shall be eligible to seek indemnification under this Article 13 asserted in respect to a liability, loss, fine, penalty, damage, expense, action, writing against an HFC Indemnified Party or claim brought against such Indemnitee by a Third an HCS Indemnified Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Indemnitee or Roche Indemnitee (each, an “"Indemnitee”") shall promptly give written notice thereof to that, if sustained, would result in indemnifiable loss hereunder, the Party from whom indemnification is sought (such Party hereinafter referred to Indemnitee, as the “Indemnitor”) soon as reasonably practicable and within a reasonable period of time after the assertion learning of such Third Party Claim (which shall not be in excess of fifteen (15) days), shall notify in writing the indemnifying party hereunder (the "Indemnitor") of such Claim, and shall permit the Indemnitor, at its option and expense, to assume complete control of the defense against such Claim through legal counsel selected by such Third Party; providedit and reasonably satisfactory to the Indemnitee, however, provided that the Indemnitor proceed in good faith and with reasonable diligence. The failure to provide written give notice of such Third Party Claim within a reasonable period of time as required by this Section 12(e) shall not relieve the Indemnitor result in a waiver of any of its obligations hereunder, right to indemnification hereunder except to the extent that the Indemnitor is prejudiced by such failurethereby. The Indemnitee shall cooperate with the Indemnitor in connection with any defense assumed by the Indemnitor hereunder, and no effort to recover the amount of the loss related to such Claim shall be made by the Indemnitee while such defense is still being made until the earlier of (a) the resolution of said Claim by the Indemnitor with the claimant, or (b) the termination of the defense by the Indemnitor against such Claim or the failure of the Indemnitor to prosecute such defense in good faith and with reasonable diligence. The Indemnitee shall, at its option and expense, have the right to assume the complete control participate, with legal counsel of the defense, compromise or settlement of any Third Party Claim its own selection (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, and at its own expense), employment in any defense of legal counsel. At any time thereafter a Claim undertaken by the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such Third Party ClaimIndemnitor; provided, however, that if joint representation would give rise to a conflict of interest for legal counsel, then the Indemnitee shall be entitled to engage separate legal counsel to defend the Indemnitee against such Claim at the sole expense of the Indemnitor. No settlement or compromise of any Claim which may result in a loss to Indemnitee may be made by the Indemnitor without the prior written consent of the Indemnitee (which shall not be unreasonably withheld) unless (x) prior to such settlement or compromise the Indemnitor acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and the Indemnitee is furnished with (i) security reasonably satisfactory to it that the Indemnitor will in fact pay such amount and (ii) a full release of such Claim against the Indemnitee and (y) such settlement or compromise provides for no relief or remedy other than money damages. Notwithstanding anything to the contrary herein, with respect to any Claim asserted by a governmental authority relating to taxes (a "Tax Claim"), the Indemnitor shall have exercised its right be entitled to participate in the defense of such Tax Claim, but the Indemnitee shall control such defense. The Indemnitee will not settle any such Tax Claim without the prior consent of the Indemnitor, such consent not to be unreasonably withheld. As to any Claims (including Tax Claims) with respect to which the Indemnitor does not assume control of the defense, all costs 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 defense by the Indemnitee shall be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with borne by the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors or 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.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible to seek indemnification under this Article 13 in respect to If any third party asserts any claim (a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a “Third Party (Claim”) against an Indemnified Party, it shall promptly give written notice of such claim hereinafter (each such notice being referred to as a “Third Party ClaimClaim Notice”) to the Indemnifying Party and the Indemnifying Party shall have the right to assume the defense and, subject to Section 11.4(b), a VIA Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof settlement of such claim at its expense by representatives of its own choosing acceptable to the Indemnified Party from whom indemnification is sought (such which acceptance shall not be unreasonably withheld or delayed), in which case the Indemnified Party hereinafter referred shall cooperate in providing information to as and consulting with the “Indemnitor”) within Indemnifying Party about the claim. The failure of the Indemnified Party to provide a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that Notice to the failure to provide written notice of such Third Indemnifying Party Claim within a reasonable period of time shall not relieve the Indemnitor Indemnifying Party of any of its obligations hereunderliability that the Indemnifying Party may have with respect to such claim, except to the extent that the Indemnitor defense is materially prejudiced by such failure. The Indemnitor Indemnified Party shall have the right to participate in the defense of such claim at its expense, in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the complete control of the defense, compromise or settlement defense of any such claim within 30 days after the Indemnified Party delivers a Third Party Claim (provided that no settlement of any Third Notice to the Indemnifying Party, the Indemnified Party Claim shall include any admission of wrongdoing on the part of an Indemniteemay defend against or, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheldsubject to Section 11.4(b), including, at settle such claim with counsel of its own expense, employment of legal counsel. At any time thereafter choosing at the Indemnitor shall be entitled expense (to exercise, on behalf the extent reasonable under the circumstances) of the Indemnitee, any rights which may mitigate the extent or amount of such 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 such 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 or 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 ClaimIndemnifying Party.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible Promptly after a Party entitled to seek indemnification under this Article 13 in respect to a liabilitySection 6.4 or 6.5 (an "INDEMNITEE") receives notice of any pending or threatened claim against it (an "ACTION"), loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party from to whom the Indemnitee is entitled to look for indemnification is sought pursuant to Section 6.4 or 6.5, as applicable (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period "INDEMNIFYING PARTY"), of time after the assertion of such Third Party Claim by such Third Party; providedcommencement thereof, however, provided that the failure so to provide written notice of such Third notify the Indemnifying Party Claim within a reasonable period of time shall not relieve the Indemnitor it of any of its obligations liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that the Indemnitor it is prejudiced thereby. In case any Action that is subject to indemnification under this Article V shall be brought against an Indemnitee and it shall give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, if it so desires, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to the Indemnitee of its election to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnitee under this Article V for any fees of other counsel or any other expenses, in each case subsequently incurred by such failureIndemnitee in connection with the defense thereof, other than reasonable costs of investigation. The Indemnitor Notwithstanding an Indemnifying Party's election to assume the defense of any such Action that is subject to indemnification under this Article V, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of such Action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the complete control defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of the defenseinstitution of such Action; or (iv) the Indemnifying Party shall authorize the Indemnitee to employ separate counsel at the Indemnifying Party's expense. If an Indemnifying Party assumes the defense of such Action, no compromise or settlement of any Third thereof may be effected by the Indemnifying Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior Indemnitee's written consent of such Indemniteeconsent, which consent shall not be unreasonably withheld)withheld or delayed, including, at its own expense, employment ELITE: _____ 6 TPN: _____ * Portions of legal counsel. At any time thereafter the Indemnitor shall be entitled this exhibit have been omitted and filed separately pursuant to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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 such counsel of the Indemnitor in such defense, compromise or settlement an application for the purpose of informing and sharing information confidential treatment filed with the Indemnitor; (ii) shallSecurities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, at its own expense, make available to Indemnitor those employees, officers and directors or 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 Claimamended.

Indemnification Procedures With Respect to Third Party Claims. If the Seller or the Buyer as the case may be (aan “Indemnified Party”) To be eligible to seek indemnification under this Article 13 in respect to a liability, loss, fine, penalty, damage, expense, action, or shall receive notice of any claim brought against such Indemnitee by a Third Party third party which is or may be subject to indemnification or compensation from the other party pursuant to this Agreement (such claim hereinafter referred to as a “Third Party Claim”), a VIA Indemnitee or Roche Indemnitee the Indemnified Party shall give the other party (each, an the “IndemniteeIndemnifying Party”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide prompt written notice of such Third Party Claim within a reasonable period of time shall not relieve and the Indemnitor of any of its obligations hereunderIndemnifying Party shall, except to at the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall Indemnifying Party’s option, have the right to assume participate in the complete control of defence thereof by counsel at the defense, compromise or settlement of any Third Indemnifying Party’s own cost and expense. If the Indemnifying Party Claim (provided acknowledges within 30 days from such written notice in writing its obligation to indemnify the Indemnified Party against all Losses that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of result from 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 Indemnifying Party shall be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (ii) shallentitled, at its own expensethe Indemnifying Party’s option, make available to Indemnitor those employees, officers assume and directors or Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist control the Indemnitor in evaluating and in defending any defence of such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with at the operations Indemnifying Party’s cost and expense and through counsel of the businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of Indemnifying Party’s choice. No such Third Party ClaimClaim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, unless the settlement involves only the payment of money by the Indemnifying Party. No Third Party Claim that is being defended in good faith by the Indemnifying Party shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any losses resulting from the settlement of Third Party Claims in violation of the provisions of this Clause 10.4.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible to seek indemnification under this Article 13 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a VIA Miikana Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), * The marked portions have been omitted pursuant to a request for confidential treatment and filed separately with the Securities Exchange Commission. including, at its own expense, employment of legal counsel. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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 such 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 or 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.

Indemnification Procedures With Respect to Third Party Claims. (a) To be eligible A party which intends to seek indemnification under this Article 13 (such party hereinafter referred to as the "Indemnitee") in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “"Third Party Claim”"), a VIA Indemnitee or Roche Indemnitee (each, an “Indemnitee”) shall promptly give written notice thereof to the Party party from whom indemnification is sought (such Party other party hereinafter referred to as the “"Indemnitor”") within a reasonable period of time after the assertion of such Third Party Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitor shall have the right to assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee, without the prior written consent of such Indemnitee, which such consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel. At , and at any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such 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)expense, 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 such 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 or Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (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.