Common use of Indemnification Process Clause in Contracts

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)

Indemnification Process. Whenever Promptly after receipt by an indemnified party of a notice of any third party claim arises for indemnification under this Agreement or an event which may result the commencement of any action, such indemnified party must (a) notify the indemnifying party in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will promptly notify Buyer writing of the claim and, when known, the facts constituting the basis for any such claim. Buyer shall have ; (b) provide the obligation indemnifying party with reasonable assistance to dispute and settle or defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails indemnifying party’s own expense; and (c) grant to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have indemnifying party the right to pay, compromise or defend any third party control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that (i) the failure to so notify, provide assistance or grant authority and control will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party will not, without the indemnified party’s consent (such costs consent not to be borne by Buyer. The Seller Indemnified Parties shall also unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing intellectual property); and (iii) the indemnified party will have the right and upon delivery of ten (10) days advance written notice to such effect to Buyerright, exercisable in good faithat its expense, to take participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent, such action as may consent not to be reasonably necessary unreasonably withheld or delayed, and (iv) in the event the indemnifying party elects not to avoid a default prior assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the assumption of contrary, to control the defense and/or settlement of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim), at the indemnifying party’s expense.

Indemnification Process. Whenever Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of any claim arises for indemnification under this Agreement in writing, provided the failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or an event which may result defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in a claim for such indemnification has occurred for which connection with the Seller Indemnified Parties are entitled to indemnification hereunderdefense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, the Seller Indemnified Party will promptly notify Buyer management, and settlement of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of such defense shall the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be borne by Buyer, provided that subject to the Seller Indemnified Parties shall indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such indemnifiable claim with counsel selected by it, at its expense, subject to the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the indemnifying Party’s right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of control the defense of thereof. Further, each Party agrees to reasonably cooperate with the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations Party’s insurance carrier in connection with such claim)any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law.

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Buyer Indemnified Parties are entitled to indemnification hereunder, the Seller Buyer Indemnified Party will promptly notify Buyer Seller of the claim and, when known, the facts constituting the basis for such claim. Buyer Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by BuyerSeller, and the cost of such defense shall be borne by BuyerSeller, provided that the Seller Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by BuyerSeller. The Seller Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of BuyerSeller. If Buyer Seller fails to take action within thirty (30) days of notice, then the Seller Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by BuyerSeller. The Seller Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to BuyerSeller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by BuyerSeller, and any expenses incurred by the Seller Buyer Indemnified Parties so acting shall be paid by BuyerSeller. Buyer shall Seller will not settle or compromise any third party claim pursuant to this Section 7.4 7.2 without the prior written consent of the Seller Buyer Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Buyer Indemnified Party from all liabilities and obligations in connection with such claim).

Indemnification Process. Whenever In connection with any claim arises for indemnification under this Agreement Article 20.1 and Article 20.2 the Parties agree as follows: 20.3.1 The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit or an event which may result in a of any written or oral claim for which it seeks indemnification upon receipt thereof and shall provide the other Party, at its written request, with copies of all documentation relevant to such suit or claim. Failure to so notify the indemnifying Party shall not relieve the indemnifying Party of its obligations under this Contract except to the extent it can demonstrate that it was prejudiced by such failure. Within fifteen (15) days following receipt of written notice from the Party seeking indemnification has occurred for relating to any claim, but no later than a reasonable time before the date on which any response to a complaint or summons is due, the Seller Indemnified Parties are indemnifying Party shall notify the Party seeking indemnification in writing if the indemnifying Party elects to assume control of the defense or settlement of that claim (a “Notice of Election”) when not contrary to the governing rules of procedure. A Notice of Election shall require the indemnifying Party to assume the defense in full and without reservation of rights. 20.3.2 If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification hereundershall be entitled to participate in the defense of such claim and to employ counsel (reasonably acceptable to the indemnifying Party) at its own expense to assist in the handling of such claim provided there is no conflict of interest and that such participation would not adversely affect the conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the Seller Indemnified indemnifying Party will promptly notify Buyer shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and, when known, and (iv) the facts constituting indemnifying Party shall notify the basis for Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. Buyer shall have After the obligation indemnifying Party has delivered a Notice of Election relating to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount claim in regard thereto. Such defense shall be controlled by Buyer, and accordance with the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which casepreceding paragraph, the expense thereof will indemnifying Party shall not be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior liable to the assumption of the defense of the third party claim by Buyer, and Party seeking indemnification for any legal expenses incurred by the Seller Indemnified Parties so acting shall be paid by BuyerParty seeking indemnification in connection with the defense of that claim. Buyer In addition, the indemnifying Party shall not settle be required to indemnify the Party seeking indemnification for any amount paid or compromise payable by the Party seeking indemnification in the settlement of any third party claim pursuant for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall indemnifying Party. The indemnifying Party may not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation settle any claim on the part behalf of the Seller Indemnified Parties and provides, indemnified Party except claims solely for monetary damages paid by the indemnifying Party in customary form, for full. 20.3.3 If the unconditional release indemnifying Party does not deliver a Notice of each Seller Indemnified Party from all liabilities and obligations in connection with Election relating to any claim within the required notice period or fails actively to defend such claim), the Party seeking indemnification shall have the right to defend and/or settle the claim in such manner as it may deem appropriate, at the cost and expense of the indemnifying Party. Provided that the Party seeking indemnification acts in good faith, it may settle such claim on any terms it considers appropriate under the circumstances without in any way affecting its right to be indemnified hereunder. The indemnifying Party shall promptly reimburse the Party seeking indemnification for all such costs and expenses.

Indemnification Process. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will An Institution Indemnitee shall promptly notify Buyer the indemnifying Sponsor in writing upon receipt of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense notice of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of noticeClaim, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of but in no event later than ten (10) days advance written notice to after such effect to Buyerreceipt, exercisable in good faithand must permit Sponsor’s attorneys and personnel, at Sponsor’s discretion and cost, to take such action as may be reasonably necessary to avoid a default prior to the assumption of handle and control the defense of such Claim, provided, however, that failure to provide such notice shall not relieve Sponsor of its indemnification obligations except to the third party claim extent that the Sponsor’s ability to defend such Claim is materially, adversely affected by Buyersuch failure. Sponsor shall not make any settlement admitting fault or incur any liability on the part of the Institution Indemnitees without Institution Indemnitees’ prior written consent, and such consent not to be unreasonably withheld or delayed. The Institution Indemnitees shall cooperate with Sponsor in all reasonable respects regarding the defense of any expenses incurred by the Seller Indemnified Parties so acting such Claim, at Sponsor’s expense. The Institution Indemnitees shall be paid by Buyerentitled to retain counsel of its choice at its own expense. Buyer In the event a Claim falls under this indemnification clause, in no event shall not either party compromise, settle or compromise otherwise admit any third party claim pursuant liability with respect to this Section 7.4 any Claim without the prior written consent of the Seller Indemnified Parties (which other party, such consent shall not to be unreasonably withheldwithheld or delayed. EXCEPT FOR (I) A PARTY’S INTENTIONAL MISCONDUCT, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providesOR (II) THE OBLIGATIONS TO INDEMNIFY PURSUANT TO THIS AGREEMENT, in customary formNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Indemnification Process. Whenever The indemnification obligations hereunder shall require that promptly after either party receives a threat of any claim arises such action, or a notice of the commencement or filing of any action which may be subject to the provisions of this Section 13, NDCHealth or Arclight, as applicable, shall notify the indemnifying party and tender the matter to the indemnifying party for indemnification resolution or litigation, at the indemnifying party’s sole cost and expense. The failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Agreement or an event which may result in a claim for Section 13, except to the extent it has been materially prejudiced by such indemnification has occurred for which failure. The indemnifying party shall keep the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will promptly notify Buyer other party reasonably apprised of the claim andcontinuing status of the claims or actions covered by this Section, when knownincluding any lawsuits resulting therefrom, and shall permit the facts constituting other party, upon its written request, to participate (at the basis for such claim. Buyer shall have indemnified party’s own expense) in the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award defense or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at or action. Each indemnified party, as a condition of the cost indemnity obligations contained in this Section 13 shall cooperate with the indemnifying party in the defense and settlement of Buyerany such claim or action. If Buyer fails to take action within thirty (30) days of noticeIn any claim or action, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred which is controlled by the Seller Indemnified Parties so acting indemnifying party, the indemnifying party shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 not, without the indemnified party’s prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned delayed or delayed provided that conditioned), compromise or settle such claim if: (a) such compromise or settlement is without injunctive would: (i) impose an injunction or other non-monetary equitable relief affecting upon the Seller Indemnified Parties or leading indemnified party (except with regard to liability the use of any infringing intellectual property); and/or (ii) result in any finding, admission or the creation of like with respect to the indemnified party or its business, assets or properties; or (b) such compromise or settlement does not include a financial or other obligation on the part release of the Seller Indemnified Parties and provides, in customary form, for indemnified party (fully funded under this Section 13 by the unconditional release of each Seller Indemnified Party indemnifying party) from all liabilities and obligations in connection with liability relating to such claim)claim for which the indemnified party is entitled to be indemnified.

Indemnification Process. Whenever any claim arises for The party seeking indemnification under pursuant to this Agreement or an event which may result Section 10 (the “Indemnitee”) shall: (a) promptly notify the other party (the “Indemnitor”) in a claim for such indemnification has occurred writing of the Claim for which the Seller Indemnified Parties are entitled to indemnification hereunderis sought, the Seller Indemnified Party will promptly notify Buyer but in no event longer than five (5) business days of the claim and, when known, Indemnitee’s knowledge of the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in Claim: (b) make all reasonable respects efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such assistance as Indemnitor may reasonably request in connection with the investigation, trial settlement and defense of any such claim at the cost Claim; and (d) grant Indemnitor sole control over the defense and settlement of Buyerthe Claim. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of Within ten (10) days advance written of Indemnitor’s receipt of the notice of the Claim or demand, Indemnitor shall notify the Indemnitee as to whether Indemnitor is assuming the entire control (subject to this Section) of the defense, compromise or settlement of the matter, including the counsel that Indemnitor has selected. The Indemnitor shall institute and maintain any such effect to Buyer, exercisable in good faith, to take such action defense diligently and reasonably and shall keep the Indemnitee fully advised as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyerstatus thereof. Further, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer Indemnitor shall not dispose of or settle any such Claim in Indemnitee’s name or compromise in any third party claim pursuant manner which may adversely affect Indemnitee’s rights or interests (which includes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the Indemnitee or would require the Indemnitee to this Section 7.4 be bound by an injunction of any kind) without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed. Indemnitee shall not be liable hereunder for any settlement entered into without its prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever any claim arises The Person seeking indemnification (the “Indemnitee”) hereunder shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnification may be sought under this Agreement Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or an event which may result in a claim for disposition of any such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Third Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment Claim or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyerrelated litigation, provided that counsel is reasonably acceptable to the Seller Indemnified Parties Indemnitee; and provided further, that the indemnifying Party shall have not make any settlement admitting fault or incur any liability on the right part of the Indemnitee without its written consent, such consent not to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyerunreasonably withheld or delayed. The Seller Indemnified Parties Indemnitee shall cooperate with the indemnifying Party in all reasonable respects in with respect to the investigation, trial and defense of any such claim at Third Party Claim, with the cost out-of-pocket costs of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs Indemnitee to be borne reimbursed by Buyerthe indemnifying Party. The Seller Indemnified Parties Indemnitee shall also have the right and upon delivery be entitled to retain counsel of ten its choice (10at is own expense) days advance written notice to such effect to Buyerparticipate in, exercisable in good faithbut not control (except as provided below), to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of any Third Party Claim. The Indemnitee shall be entitled to control the third party claim by Buyer, defense of such Third Party Claim at the indemnifying Party’s expense if (a) the indemnifying Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or with counsel reasonably satisfactory to the Indemnitee or (b) the interests of the Indemnitee and any expenses incurred the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the Seller Indemnified Parties so acting same counsel of both parties under applicable law, ethical rules or equitable Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. principles. In no event shall be paid by Buyer. Buyer shall not the Indemnitee compromise, settle or compromise otherwise admit any third party liability with respect to any claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties indemnifying Party (which such consent shall not to be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever In the event that any Party (the “Indemnified Party”) intends to claim arises for indemnification against any other Party hereto (the “Indemnifying Party”) under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunderArticle 7, the Seller Indemnified Party will it shall promptly notify Buyer the Indemnifying Party in writing of the such alleged claim and, when known, the facts constituting the basis for such claimin reasonable details. Buyer The Indemnifying Party shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the sole right to participate in such control the defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyerand settlement thereof. The Seller Indemnified Parties Party shall cooperate in all reasonable respects with the Indemnifying Party and its legal representatives in the investigation, trial and defense investigation of any such the Liability subject to the alleged claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne covered by Buyerthis Article 7. The Seller Indemnified Parties Party shall also have the right and upon delivery of ten (10) days advance written notice not, except at its own cost, voluntarily make any payment or incur any expense with respect to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party any claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 suit without the prior written consent of the Seller Indemnified Parties (Indemnifying Party, which consent the Indemnifying Party shall not be unreasonably withheldrequired to give. In addition, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading Indemnifying Party shall be subrogated to liability or the creation of a financial or other obligation on the part rights of the Seller Indemnified Parties Party against any third party, and providessuch Indemnified Party hereby assigns to the Indemnifying Party all claims, causes of action and other rights which the Indemnified Party may then have against any third party, including Affiliates and sublicensees and, in customary formthe case of SPI, for against any contract manufacturer of Product, with respect to the unconditional release claim, suit or proceeding. Conversely, and without in any way limiting the obligation of each Seller Indemnified either Party from to indemnify the other Party (or Parties) as herein provided, to the extent that any Party fails to perform its indemnification obligations under this Article 7, such Party owing a duty of indemnification hereby assigns to the other Party all liabilities claims, cause of action and obligations other rights which the Party owing such duty may then have against any third party, including Affiliates and sublicensees and, in connection the case of SPI and/or RTU, against any contract manufacturer of the Compound, Product and any intermediate product thereof, with such respect to the claim), suit or proceeding. For the avoidance of doubt, in relation to the indemnification, SPI and RTU shall be jointly and severally responsible to Takeda.

Indemnification Process. Whenever Promptly after the receipt by any party of notice of any claim arises for or the commencement of any action or proceeding, such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Section 14, give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party will have the right, at its option, to compromise or defend, at its own expense and by its counsel, any matter involving the asserted liability of the party seeking such indemnification. Such notice, and opportunity to defend, will be a condition precedent to any liability of the Indemnifying Party under the indemnification agreements contained in this Section 14. If any Indemnifying Party undertakes to compromise or defend any such asserted liability, it will promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defends against any such asserted liability. In any event, the indemnified party will have the right at its own expense to participate in the defense of such asserted liability. In no event shall either party’s liability to the other party under this Agreement Agreement, whether fashioned as a direct claim for damages or an event which may result in a claim for such indemnification has occurred for which indemnity under this Section 14, exceed (i) in the Seller Indemnified Parties are entitled to indemnification hereunderaggregate, the Seller Indemnified Party will promptly notify Buyer amount of the claim and, when knownCash Consideration and (ii) with respect to all claims relating to a particular Partnership, the facts constituting amount of Cash Consideration allocated to such Partnership in Exhibit A. The indemnified party will also, to the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided extent that the Seller Indemnified Parties shall indemnified party owes any obligations to the indemnifying party, have the right to participate in withhold from the indemnifying party the indemnified party’s reasonable estimate of the amount of any damages for which the indemnifying party would be liable under this Section 14 as a result of such defense at their own expense, unless claim by a third-party unaffiliated with the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyerindemnified party. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense amount of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting withholding shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant deposited with an independent escrow agent reasonably acceptable to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)both parties.

Indemnification Process. Whenever any claim arises for The Party seeking indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party (“Requesting Party”) will promptly notify Buyer the other Party (“Indemnitor”) in writing upon receipt of oral or written notice of any actual or alleged Claim for which Requesting Party seeks indemnity, provided that failure to provide such notice will not release Indemnitor from any obligations hereunder except to the extent that Indemnitor is materially prejudiced by such failure. The Requesting Party shall (a) allow the Indemnitor, at its discretion and cost, to assume direction and control the defense of such Claim, (b) diligently assist the Indemnitor and cooperate in defending against such Claim; and (c) not, except at its own cost, voluntarily make or agree to make any payment or incur any expense in connection with any such Claim without the prior written consent of the claim and, when known, Indemnitor. Indemnitor will use counsel reasonably satisfactory to the facts constituting the basis for such claim. Buyer shall have the obligation Requesting Party to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyereach Claim, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties Requesting Party shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim Claim and select and obtain representation by separate legal counsel at its own expense. If, at any time, Indemnitor reasonably determines that any Claim might adversely affect any Requesting Party, then, without limiting Indemnitor’s indemnification obligations, the cost of Buyer. If Buyer fails to Requesting Party may take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption control of the defense of the third party claim by BuyerClaim, and any expenses incurred by in such event, the Seller Indemnified Parties so acting Requesting Party and its counsel will proceed diligently and in good faith with that defense. Neither Party shall be paid by Buyer. Buyer shall not settle or otherwise compromise any third party claim pursuant to Claim or suit in any manner that adversely affects the other Party hereunder or imposes obligations on the other Party beyond what is set forth in this Section 7.4 Agreement without the prior written consent of the Seller Indemnified Parties (such other Party, which consent shall not be unreasonably withheldwithheld or delayed. Indemnitor will use reasonable efforts to ensure that any settlement it makes of any Claim is made confidential, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)except where not permitted by Applicable Law.

Indemnification Process. Whenever any (a) Promptly after receipt by an indemnified Party of notice of a claim arises for indemnification under this Agreement or an event from a third party (a “Third Party Claim”) which may result in give rise to a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, such indemnified Party shall, if a claim is to be made against an indemnifying Party, give notice to the Seller Indemnified indemnifying Party of such Third Party Claim. Notwithstanding the foregoing, the failure to notify or any delay in notifying the indemnifying Party will promptly notify Buyer not relieve the indemnifying Party of any liability that it may have to any indemnified party, except to the claim and, when known, extent that the facts constituting indemnifying Party demonstrates that the basis for defense of such claim. Buyer shall have action is materially prejudiced by the obligation indemnified Party’s failure to dispute and defend all give or delay in giving such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyernotice, and then only to the cost extent of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall prejudice. (b) Any indemnifying Party will have the right to participate defend the indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the indemnified Party so long as (i) the indemnifying Party notifies the indemnified Party in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action writing within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) business days advance written after the indemnified Party has given notice of the Third Party Claim that the indemnifying Party will indemnify the indemnified Party from and against such Third Party Claim as required under this Agreement; (ii) the indemnifying Party has (and, if the indemnified Party so requests, provides the indemnified Party with reasonable evidence that the indemnifying Party has) the financial resources (which could include insurance coverage) to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to defend against the assumption of Third Party Claim and fulfill its indemnification obligations hereunder; and (iii) the indemnifying party conducts the defense of the third party claim by BuyerThird Party Claim in a commercially reasonable manner. (c) So long as the indemnifying Party is conducting the defense of the Third Party Claim in accordance with the foregoing provisions of this Section 7.2, and provided there is no conflict in the interest of the indemnified Party and the indemnifying Party, (i) the indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the indemnified Party will not consent to the entry of any expenses incurred by judgment or enter into any settlement with respect to the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 Third Party Claim without the prior written consent of the Seller Indemnified Parties indemnifying Party; and (which iii) the indemnifying Party will not consent to 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 Party (not to be withheld, conditioned, or delayed unreasonably), provided, however, that no consent of the indemnified Party shall be required if the settlement contains an unconditional release of the indemnified Party from all liability and adverse actions with respect to such Third Party Claim and does not subject the indemnifying Party to any injunction or other equitable relief. (d) In the event any of the foregoing conditions in this Section 7.2 is or becomes unsatisfied in any material respect, however, (i) the indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, provided, before effecting any compromise or settlement, the indemnified Party shall solicit and obtain the consent of the indemnifying Party, such consent not to be unreasonably withheld, conditioned conditioned, or delayed provided that such settlement delayed; (ii) the indemnifying Party will reimburse the indemnified party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to the extent the indemnifying Party is without injunctive or other non-monetary relief affecting obligated to provide indemnity hereunder; and (iii) the Seller Indemnified Parties or leading to liability or indemnifying Party will remain responsible for any Damages the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providesindemnified Party may suffer resulting from, arising out of, relating to, in customary formthe nature of, for or caused by the unconditional release of each Seller Indemnified Third Party from all liabilities and obligations in connection with such claim)Claim to the fullest extent that the indemnifying Party is obligated to provide indemnity under this Article VII.

Indemnification Process. Whenever any A party (the “indemnitee”) that intends to claim arises for indemnification under this Agreement Article 17 shall notify the other party (the “indemnitor”) promptly in writing of any action, claim or an event which may result liability in a claim for such indemnification has occurred for respect of which the Seller Indemnified Parties are indemnitee believes it is entitled to indemnification hereunder, the Seller Indemnified Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyerindemnification, provided that the Seller Indemnified Parties failure to give timely notice to the indemnitor shall not release the indemnitor from any liability to the indemnitee except to the extent the indemnitor is prejudiced thereby. The indemnitor shall have the right right, by notice to participate in the indemnitee, to assume the defense of any such defense action or claim within the fifteen (15) day period after the indemnitor’s receipt of notice of any action or claim with counsel of the indemnitor’ s choice and at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict sole cost of interests, in which casethe indemnitor. If the indemnitor so assumes such defense, the expense thereof will be borne by Buyerindemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee. The Seller Indemnified Parties shall cooperate in all reasonable respects in party not assuming the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior render all reasonable assistance to the assumption party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the defense of indemnitor. No such claim shall be settled other than by the third party claim by Buyerdefending the same, and any expenses incurred by then only with the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (other party which consent shall not be unreasonably withheld, conditioned or delayed ; provided that the indemnitee shall have no obligation to consent to any settlement of any such settlement is without injunctive action or other non-monetary relief affecting claim which imposes on the Seller Indemnified Parties or leading to indemnitee any liability or obligation which cannot be assumed and performed in full by the creation indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement of a financial any such action or other obligation on claim if the part settlement involves only the payment of money by the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)indemnitor or its insurer.

Indemnification Process. Whenever any claim arises for (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an event which may result arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in a claim for such indemnification has occurred for which Notice of Claim will not affect the Seller rights of any Indemnified Parties are entitled Persons to obtain indemnification hereunder, except to the Seller extent such failure to include information actually and materially prejudices such Indemnifying Person. (b) Upon any Indemnified Persons becoming aware of any claim as to which indemnification may be sought by such Indemnified Person pursuant to this Article VII, such Indemnified Person shall utilize commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses (c) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party will promptly notify Buyer Claim”) shall be subject to the following terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the claim andIndemnifying Person’s cost, when knownand shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the facts constituting Indemnified Person shall promptly provide notice to the basis for Indemnifying Person. The Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such defense Third Party Claim, it shall be borne by Buyerdefend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that that, the Seller Indemnified Parties Person shall have the right to participate in such defense be represented by its own counsel at their its own expense, unless . If the Seller Indemnified Parties require their own attorney due Indemnifying Person fails to a conflict of interests, in which case, undertake the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of or settle or pay any such claim at the cost of Buyer. If Buyer fails to take action Third Party Claim within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance after the Indemnified Person has given written notice to the Indemnifying Person of the claim, or if the Indemnifying Person, after having given such effect notification to Buyerthe Indemnified Person, exercisable in good faithfails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such action claim at the Indemnifying Person’s cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably necessary required to avoid a default prior to ensure the assumption proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, provided that, an Indemnifying Person shall not, without the third party claim by BuyerIndemnified Person’s prior written consent, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise such proceeding, claim or demand, or consent to the entry of any third party claim pursuant judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation Person of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional written release of each Seller Indemnified Party from all liabilities and obligations liability in connection with respect of such claim)proceeding, claim or demand.

Indemnification Process. Whenever If any claim arises for indemnification under action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunderSection 8, the Seller Indemnified Party will Claimant shall promptly notify Buyer the Indemnifying Party in writing, specifying the nature of the claim andaction and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, when knownupon written request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the facts constituting defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense employment of counsel which shall be controlled by Buyerreasonably satisfactory to Claimant, and the cost payment of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties all reasonably incurred expenses. Claimant shall have the right to participate in such defense employ separate counsel to provide input into the defense, at their Claimant's own expensecost. The Indemnifying Party shall pay directly or, unless if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the Seller Indemnified Parties require their own attorney due judgment of any court of competent jurisdiction or pursuant to a conflict bona fide compromise or settlement of interestsclaims, in demands, or actions for which case, the expense thereof will be borne by BuyerClaimant is entitled to indemnification hereunder. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer Indemnifying Party shall not settle any claim or compromise any third party claim pursuant to action under this Section 7.4 8 on Claimant's behalf without the prior first obtaining Claimant's written consent of the Seller Indemnified Parties (permission, which consent permission shall not be unreasonably withheldwithheld or delayed, conditioned however if Claimant withholds or delayed provided unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement is without injunctive or other non-monetary relief affecting unless it shall have approved the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providessettlement, in customary formwriting and in advance, for which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Whenever Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of any claim arises for indemnification under this Agreement in writing, provided the failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or an event which may result defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in a claim for such indemnification has occurred for which connection with the Seller Indemnified Parties are entitled to indemnification hereunderdefense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, the Seller Indemnified Party will promptly notify Buyer management, and settlement of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of such defense shall the indemnified Party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be borne by Buyer, provided that subject to the Seller Indemnified Parties shall indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such indemnifiable claim with counsel selected by it, at its expense, subject to the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the indemnifying Party’s right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of control the defense of thereof. Further, each Party agrees to reasonably cooperate with the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations Party’s insurance carrier in connection with such claim)any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with the Reseller Agreement. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law.

Indemnification Process. Whenever If any claim arises for indemnification under action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunderSection 10, the Seller Indemnified Party will Claimant shall promptly notify Buyer the Indemnifying Party in writing, specifying the nature of the claim andaction and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, when knownupon written request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the facts constituting defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense employment of counsel which shall be controlled by Buyerreasonably satisfactory to Claimant, and the cost payment of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties all reasonably incurred expenses. Claimant shall have the right to participate in such defense employ separate counsel to provide input into the defense, at their Claimant's own expensecost. The Indemnifying Party shall pay directly or, unless if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the Seller Indemnified Parties require their own attorney due judgment of any court of competent jurisdiction or pursuant to a conflict bona fide compromise or settlement of interestsclaims, in demands, or actions for which case, the expense thereof will be borne by BuyerClaimant is entitled to indemnification hereunder. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer Indemnifying Party shall not settle any claim or compromise any third party claim pursuant to action under this Section 7.4 10 on Claimant's behalf without the prior first obtaining Claimant's written consent of the Seller Indemnified Parties (permission, which consent permission shall not be unreasonably withheldwithheld or delayed, conditioned however if Claimant withholds or delayed provided unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement is without injunctive or other non-monetary relief affecting unless it shall have approved the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providessettlement, in customary formwriting and in advance, for which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Whenever Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim arises for indemnification under this Agreement Claim or an event which may result the service of a summons or other initial legal process upon it in a claim for such indemnification has occurred any action instituted against it for which the Seller Indemnified Parties are it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the Seller Indemnified Party will promptly notify Buyer indemnified party within twenty (20) days of receipt of notice of the claim andClaim or action from the indemnified party to assume such defense, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of which event such defense shall be borne conducted by Buyercounsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the Seller Indemnified Parties indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the right positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to participate such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense and, in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which caseevent, the expense thereof will reasonable fees and expenses of such counsel shall be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyerindemnifying party. If Buyer fails the indemnifying party shall elect not to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the third party claim reasonable fees and expenses of any counsel retained by Buyerit, and any expenses incurred shall be bound by the Seller Indemnified Parties so acting results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 settled without the prior written consent of the Seller Indemnified Parties indemnifying party (which consent shall not be unreasonably withheld, conditioned withheld or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claimdelayed).

Indemnification Process. Whenever In the event that any indemnified Party intends to claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will Article 10 it shall promptly notify Buyer the other Party (the “indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for such alleged claim. Buyer The indemnifying Party shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the sole right to participate in such control the defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyerand settlement thereof. The Seller Indemnified Parties indemnified Party shall cooperate in all reasonable respects with the indemnifying Party and its legal representatives in the investigation, trial and defense investigation of any such action, claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne liability covered by Buyerthis Article 10. The Seller Indemnified Parties indemnified Party shall also have the right and upon delivery of ten (10) days advance written notice not, except at its own cost, voluntarily make any payment or incur any expense with respect to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party any claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim pursuant to this Section 7.4 suit without the prior written consent of the Seller Indemnified Parties (indemnifying Party, which consent the indemnifying Party shall not be unreasonably withheldrequired to give. In addition, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading indemnifying Party shall be subrogated to liability or the creation of a financial or other obligation on the part rights of the Seller Indemnified Parties indemnified Party against any third party, and providessuch indemnified Party hereby assigns to the indemnifying Party all claims, causes of action and other rights which the indemnified Party may then have against any third party, including Affiliates and sublicensees and, in customary formthe case of SPI, for against any contract manufacturer of Product, with respect to the unconditional release claim, suit or proceeding. Conversely, and without in any way limiting the obligation of each Seller Indemnified either Party from to indemnify the other Party as herein provided, to the extent that any Party fails to perform its indemnification obligations under this Article 10, such Party owing a duty of indemnification hereby assigns to the other Party all liabilities claims, cause of action and obligations other rights which the Party owing such duty may then have against any third party, including Affiliates and sublicensees and, in connection the case of SPI, against any contract manufacturer of Product, with such respect to the claim), suit or proceeding. Article 11 CONFIDENTIALITY 11.1

Indemnification Process. Whenever If any action, suit, proceeding or other claim arises for indemnification under (the "Indemnified Claim") will be brought or threatened against either party (the "Indemnified Party") in respect to which indemnity and defense may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of this Agreement or an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunderSection 5, the Seller Indemnified Party will promptly notify Buyer the Indemnifying Party in writing, specifying the nature of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, Indemnified Claim and the cost of total monetary amount sought or other such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyerrelief as is sought therein. The Seller Indemnified Parties shall Party will cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the investigation, trial and defense of any such claim at Indemnified Claim. The Indemnifying Party may upon written notice to Indemnified Party (an "Assumption of Defense Notice") undertake to conduct all proceedings or negotiations in connection therewith, assume the cost defense thereof, and if it so undertakes, it will also undertake all other steps or proceedings to settle or defend any Indemnified Claim, including the employment of Buyercounsel which will be reasonably satisfactory to Indemnified Party, and payment of all expenses. If Buyer fails to take action within thirty (30) days the Indemnifying Party has provided the Indemnified Party an Assumption of noticeDefense Notice, then the Seller Indemnified Parties shall Party will have the right to pay, compromise employ separate counsel at Indemnified Party's own expense and participate in the defense or defend any third party claim, such costs to conduct its own defense if the Indemnified Party has reasonably determined that its interests would be borne best served by Buyerconducting its own defense. The Seller Indemnifying Party will reimburse the Indemnified Parties shall also have the right Party upon demand for payment made or loss suffered by it (and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be for attorneys fees and costs reasonably necessary to avoid a default incurred by Indemnified Party prior to the assumption date of any Indemnifying Party's Assumption of Defense Notice) any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of Indemnified Claims. The Indemnifying Party will not settle any Indemnified Claim on the Indemnified Party's behalf without first obtaining the Indemnified Party's written permission (except a settlement or compromise that (i) is full and final with respect to the Indemnified Claim including without limitation all attorney fees and costs to which it is entitled; (ii) does not obligate the Indemnified Party to act or to refrain from acting in any way; (iii) does not contain an admission of liability on the part of the defense Indemnified Party; (iv) dismisses the Indemnified Claim with prejudice; and (v) is subject to confidentiality, such that no party may disclose the terms of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle settlement or compromise any third party claim pursuant to this Section 7.4 without the Indemnified Party's prior written consent of the Seller Indemnified Parties (consent), which consent shall written permission will not be unreasonably withheld, conditioned or delayed provided and the Indemnifying Party will indemnify and hold the Indemnified Party harmless from and against any costs, damages and fees reasonably incurred by the Indemnified Party, including fees of attorneys and other professionals, that are attributable to such Indemnified Claims prior to the date of tender of the defense to the Indemnified Party. The Indemnifying Party will not be responsible for any indemnification obligations arising hereunder pursuant to the terms and conditions of any settlement of an Indemnified Claim by the Indemnified Party unless such settlement is without injunctive or other non-monetary relief affecting was approved by the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providesIndemnifying Party, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)which approval will not be unreasonable withheld.

Indemnification Process. Whenever In any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred proceeding for which the Seller Indemnified Parties are entitled to indemnification hereundereither party (or any Affiliate, director, officer, employee or agent thereof) is indemnified as provided in this Agreement, the Seller Indemnified Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third indemnified party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at retain their own expensecounsel, but the fees and expenses of such counsel shall be at the expense of such indemnified parties unless (i) the Seller Indemnified Parties require their own attorney indemnifying party and the indemnified parties shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) included both the indemnifying party and the indemnified parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to designate within a conflict reasonable period of interests, time counsel reasonably satisfactory to the indemnified parties (in which case, case the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial fees and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyerthe indemnifying party as incurred by the indemnified parties). Buyer In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel ) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified parties from and against any loss or liability by reason of such settlement or judgment. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle or compromise any third party claim pursuant to this Section 7.4 without such proceeding with the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheldindemnified parties or, conditioned or delayed provided that if such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, (i) provides for the an unconditional release of each Seller Indemnified Party from all liabilities and obligations indemnified party in connection with all matters relating to the proceeding that have been asserted against such claim)indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault, liability, wrongdoing or criminal activity by any indemnified party, without the consent of such indemnified party.

Indemnification Process. Whenever any claim arises for For this indemnification under this Agreement or to apply, an event which may result in a claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, the Seller Indemnified Party will indemnitee must promptly notify Buyer the indemnifying Party in writing upon receipt of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the cost of such defense shall be borne by Buyer, provided that the Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense notice of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of noticeClaim, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of but in no event later than ten (10) days advance written notice to after such effect to Buyerreceipt, exercisable in good faithand must permit indemnifying Party’s attorneys and personnel, at indemnifying Party’s discretion and cost, to take such action as may be reasonably necessary to avoid a default prior to the assumption of handle and control the defense of such Claim, provided, however, that failure to provide such notice shall not relieve indemnifying Party of its indemnification obligations except to the third party claim extent that the indemnifying Party’s ability to defend such Claim is materially, adversely affected by Buyersuch failure. Indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of the indemnified Party without indemnified Party’s prior written consent, and such consent not to be unreasonably withheld or delayed. The indemnified Party shall cooperate with indemnifying Party in all reasonable respects regarding the defense of any expenses incurred by the Seller Indemnified Parties so acting such Claim, at indemnifying Party’s expense. The indemnified Party shall be paid by Buyerentitled to retain counsel of its choice at its own expense. Buyer In the event a Claim falls under this indemnification clause, in no event shall not the indemnified Party compromise, settle or compromise otherwise admit any third party claim pursuant liability with respect to this Section 7.4 any Claim without the prior written consent of the Seller Indemnified Parties (which indemnifying Party, and such consent shall not to be unreasonably withheldwithheld or delayed. < Institution> CTA EXCEPT FOR (I) A PARTY’S INTENTIONAL MISCONDUCT, conditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and providesOR (II) THE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER PURSUANT TO THIS AGREEMENT, in customary formNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim)CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.