Common use of Indemnification with Respect to Registration Clause in Contracts

Indemnification with Respect to Registration. a) In the event of the offer and sale of the Registrable Securities held by MAYO under the Securities Act, SORRENTO agrees to indemnify and hold harmless MAYO and its directors, officers, employees, affiliates and agents and each Person who controls MAYO within the meaning of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “MAYO Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof to which each MAYO Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in the preliminary prospectus or other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse, as incurred, the MAYO Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that SORRENTO shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO by or on behalf of such MAYO Indemnified Party specifically for inclusion therein; provided further, however, that SORRENTO shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO may otherwise have to such MAYO Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYO. b) As a condition to including any Registrable Securities to be offered by MAYO in any registration statement filed pursuant to this Agreement, MAYO agrees to indemnify and hold harmless SORRENTO, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of SORRENTO, and each Person, if any, who controls SORRENTO within the meaning of the Securities Act or the Exchange Act (a “SORRENTO Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a SORRENTO Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO by or on behalf of MAYO specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the SORRENTO Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of MAYO, or any such director, officer, employees, affiliates and agents and shall survive the transfer of such Registrable Securities by MAYO, and MAYO shall reimburse SORRENTO, and each such director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that the indemnity amount contained in this Section 3.15(b) shall in no event exceed the gross proceeds from the offering received by MAYO. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO or any such director, officer, employees, affiliates and agents and shall survive the transfer by MAYO of such Registrable Securities. c) Promptly after receipt by a MAYO Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 3.15, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Sections 3.15 (a) or 3.15 (b) unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 3.15 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the indemnification provided for in this Section 3.15 is unavailable or insufficient to hold harmless an Indemnified Party under Sections 3.15(a) or 3.15(b), then each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in Sections 3.15(a) or 3.15(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by SORRENTO on the one hand or MAYO or MAYO Indemnified Party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 3.15(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 3.15(c). The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if MAYO was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 3.15(c), MAYO shall not be required to contribute any amount in excess of the amount by which the net proceeds received by MAYO from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. d) The agreements contained in this Section 3.15 shall survive the sale of the Registrable Securities pursuant to the Resale Registration Statement, and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.

Indemnification with Respect to Registration. (a) In the event of the offer and sale of the Registrable Securities held by MAYO Aardvark under the Securities Act, SORRENTO Sorrento agrees to indemnify and hold harmless MAYO Aardvark and its directors, officers, employees, affiliates and agents and each Person who controls MAYO Aardvark within the meaning of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “MAYO Aardvark Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof to which each MAYO Aardvark Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in the preliminary prospectus or other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers Sorrento of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse, as incurred, the MAYO Aardvark Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that SORRENTO Sorrento shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to MAYO Aardvark and furnished to SORRENTO Sorrento by or on behalf of such MAYO Aardvark Indemnified Party specifically for inclusion therein; provided further, however, that SORRENTO Sorrento shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO Aardvark had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO Aardvark sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO Aardvark to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO Sorrento may otherwise have to such MAYO Aardvark Indemnified Party. Such indemnity ​ shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Aardvark Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYOAardvark. (b) As a condition to including any Registrable Securities to be offered by MAYO Aardvark in any registration statement filed pursuant to this Agreement, MAYO Aardvark agrees to indemnify and hold harmless SORRENTOSorrento, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of SORRENTOSorrento, and each Person, if any, who controls SORRENTO Sorrento within the meaning of the Securities Act or the Exchange Act (a “SORRENTO Sorrento Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a SORRENTO Sorrento Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to MAYO Aardvark and furnished to SORRENTO Sorrento by or on behalf of MAYO Aardvark specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the SORRENTO Sorrento Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of MAYOAardvark, or any such director, officer, employees, affiliates and agents and shall survive the transfer of such Registrable Securities by MAYOAardvark, and MAYO Aardvark shall reimburse SORRENTOSorrento, and each such director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that the indemnity amount contained in this Section 3.15(b) shall in no event exceed the gross proceeds from the offering received by MAYO. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO Sorrento or any such director, officer, employees, affiliates and agents and shall survive the transfer by MAYO Aardvark of such Registrable Securities. (c) Promptly after receipt by a MAYO Aardvark Indemnified Party or a Company Sorrento Indemnified Party (each, an “Indemnified Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 3.15Section, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Sections 3.15 (a) or 3.15 (b) Section unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified ​ Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 3.15 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the indemnification provided for in this Section 3.15 is unavailable or insufficient to hold harmless an Indemnified Party under Sections 3.15(a) or 3.15(b)Party, then each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in Sections 3.15(a) or 3.15(b) Article 6, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by SORRENTO Sorrento on the one hand or MAYO Aardvark or MAYO Aardvark Indemnified Party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 3.15(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 3.15(c)Article 6,. The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if MAYO Aardvark was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 3.15(c)Article 6, MAYO Aardvark shall not be required to contribute any amount in excess of the amount by which the net proceeds received by MAYO Aardvark from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO Aardvark has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be ​ entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The agreements contained in this Section 3.15 shall survive the sale of the Registrable Securities pursuant to the Resale Registration Statement, and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.

Indemnification with Respect to Registration. a) In the event any of the offer and sale shares of Company Stock owned by a Shareholder are included in a registration statement under Section 4.1 of this IR Agreement: (a) To the Registrable Securities held extent permitted by MAYO under law, the Securities Act, SORRENTO agrees to Company will indemnify and hold harmless MAYO and its directorseach Shareholder, officers, employees, affiliates and agents and each Person who controls MAYO any underwriter (as defined in the Securities Act) for such Shareholder or underwriter within the meaning of the Securities Act or the Exchange Act of 1934Act, as amended (the “Exchange Act”), (collectively, the “MAYO Indemnified Parties”) from and against any losses, claims, damages damages, or liabilities, liabilities (joint or several, or any actions in respect thereof ) to which each MAYO Indemnified Party they may become subject under the Securities Act, the Exchange Act or the Exchange Actother federal or state law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in such registration statement, including any amendment thereof, in each case at the time such became effective under the Securities Act, or in the preliminary prospectus or other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the final prospectus contained therein or in any amendment thereof amendments or supplement supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse, as incurredor (iii) any violation or alleged violation by the Company of the Securities Act, the MAYO Indemnified Parties Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Shareholder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereofaction; provided, provided however, that SORRENTO shall the indemnity agreement contained in this Section 4.3(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, nor will the Company be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto a Violation which occurs in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO by such Shareholder or on behalf underwriter of such MAYO Indemnified Party Shareholder under an instrument duly executed by such person and stated to be specifically for inclusion therein; provided further, however, that SORRENTO shall not be liable use in any connection with such case to registration. (b) To the extent that permitted by law, each Shareholder will, if shares of Company Stock held by such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made Shareholder are included in the Disclosure Packagesecurities as to which such registration qualifications or compliance is being effected, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO may otherwise have to such MAYO Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYO. b) As a condition to including any Registrable Securities to be offered by MAYO in any registration statement filed pursuant to this Agreement, MAYO agrees to indemnify and hold harmless SORRENTOthe Company, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of SORRENTO, and each Personperson, if any, who controls SORRENTO the Company within the meaning of the Securities Act Act, any underwriter and any other Shareholder selling securities under such registration statement or the Exchange Act (a “SORRENTO Indemnified Party”) from and any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any actions in respect thereofsuch director, to which a SORRENTO Indemnified Party officer, controlling person, underwriter or other such Shareholder, or partner, director, officer or controlling person of such other Shareholder may become subject under the Securities Act, the Exchange Act or the Exchange Actother federal or state law, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereofViolation, in each case at to the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or extent (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case and only to the extent extent) that the untrue statement or omission or alleged untrue statement or omission was made such Violation occurs in reliance upon and in conformity with written information pertaining furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to MAYO and furnished to SORRENTO by or on behalf of MAYO be specifically for inclusion thereinuse in connection with such registration; and, subject to the limitation immediately preceding this clause, shall reimburse, and each such Shareholder will pay as incurred, the SORRENTO Indemnified Parties for incurred any legal or other expenses reasonably incurred by them the Company or any such director, officer, controlling person, underwriter or other Shareholder, or partner, officer, director or controlling person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of MAYO, or any if it is judicially determined that there was such director, officer, employees, affiliates and agents and shall survive the transfer of such Registrable Securities by MAYO, and MAYO shall reimburse SORRENTO, and each such director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceedinga Violation; provided, however, that the indemnity amount agreement contained in this Section 3.15(b4.3(b) shall will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that in no event will any indemnity under this Section 4.3 exceed the gross net proceeds from the offering received by MAYO. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO or any such director, officer, employees, affiliates and agents and shall survive the transfer by MAYO of such Registrable SecuritiesShareholder. (c) Promptly after receipt by a MAYO Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) indemnified party under this Section 4.3 of notice of the commencement of any action or proceeding (including a any governmental investigationaction), such Indemnified Party indemnified party will, if a claim in respect thereof is to be made against the any indemnifying party under this Section 3.154.3, notify deliver to the indemnifying party a written notice of the commencement thereof; but the omission to so notify thereof and the indemnifying party will not relieve have the indemnifying party from liability under Sections 3.15 (a) or 3.15 (b) unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled right to participate therein in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel reasonably satisfactory retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party)party within a reasonable time of the commencement of any such action, and after notice from the if materially prejudicial to its ability to defend such action, will relieve such indemnifying party of any liability to such Indemnified Party of its election the indemnified party under this Section 4.3, but the omission so to assume the defense thereof deliver written notice to the indemnifying party will not be liable relieve it of any liability that it may have to such Indemnified Party any indemnified party otherwise than under this Section 3.15 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the indemnifying party 4.3. (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counseld) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the indemnification provided for in this Section 3.15 4.3 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or insufficient liabilities referred to hold harmless an Indemnified Party under Sections 3.15(a) or 3.15(b)herein, then each the indemnifying party, in lieu of indemnifying such indemnified party shall thereunder, will to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of the lossessuch loss, claimsclaim, damages damage or liabilities (or actions in respect thereof) referred to in Sections 3.15(a) or 3.15(b) liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the Indemnified Party indemnified party on the other in connection with the statements or omissions Violation(s) that resulted in such lossesloss, claimsclaim, damages damage or liabilities (or actions in respect thereof) liability, as well as any other relevant equitable considerations. The relative fault of the parties shall indemnifying party and of the indemnified party will be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by SORRENTO on the one hand indemnifying party or MAYO or MAYO Indemnified Party, as by the case may be, on the other, indemnified party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. ; provided, that in no event will any contribution by a Shareholder hereunder exceed the net proceeds from the offering received by such Shareholder. (e) The amount paid by an Indemnified Party as a result obligations of the lossesCompany and Shareholder under this Section 4.3 will survive completion of any offering of shares of Company Stock in a registration statement and the termination of this IR Agreement. No Indemnifying Party, claims, damages or liabilities referred to in the first sentence defense of this Section 3.15(c) shall be deemed any such claim or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include any legal as an unconditional term thereof the giving by the claimant or other expenses reasonably incurred by plaintiff to such Indemnified Party of a release from all liability in connection with investigating respect to such claim or defending any action or claim that is the subject of this Section 3.15(c). The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if MAYO was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 3.15(c), MAYO shall not be required to contribute any amount in excess of the amount by which the net proceeds received by MAYO from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationlitigation. d) The agreements contained in this Section 3.15 shall survive the sale of the Registrable Securities pursuant to the Resale Registration Statement, and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.

Indemnification with Respect to Registration. a(i) In the event of the offer and sale any Registration of any of the Registrable Securities held by MAYO Shares under the Securities ActAct pursuant to this Agreement, SORRENTO agrees to each Selling Stockholder, severally and not jointly, will indemnify and hold harmless MAYO the Company, each of its directors and its directors, officers, employees, affiliates and agents officers and each Person underwriter (if any) and each person, if any, who controls MAYO the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, and any other Selling Stockholder or any such Selling Stockholder’s partners, directors or officers and each person, if any, who controls such Selling Stockholder within the meaning of the Securities Act of 1934, as amended (and the “Exchange Act”), (collectively, the “MAYO Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or severalseveral (collectively, or any actions in respect thereof the “Losses”), to which each MAYO Indemnified Party the Company, such directors and officers, underwriter, other Selling Stockholder or controlling person may become subject under the Securities Act or the Act, Exchange Act, state securities or “blue sky” laws or otherwise, insofar as such losses, claims, damages, liabilities Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale any Registration Statement or in any amendment thereof, in each case at the time under which such became effective Registrable Shares were Registered under the Securities Act, or any prospectus contained in the preliminary prospectus Registration Statement, or other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus or in any amendment thereof or supplement theretoto the Registration Statement, or (ii) the arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse, as incurred, each such Selling Stockholder will reimburse the MAYO Indemnified Parties Company for any legal or any other expenses reasonably incurred by them the Company in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that SORRENTO shall not be liable in any such case to Loss if the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission was made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO the Company by or on behalf of such MAYO Indemnified Party Selling Stockholder, specifically for inclusion thereinuse in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided furtherprovided, however, that SORRENTO the obligations of such Selling Stockholders hereunder shall not be liable in any such case limited to an amount equal to the extent that such lossnet proceeds received by each Selling Stockholder of Registrable Shares sold as contemplated herein. (ii) The Company will, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO to the Person asserting the lossfull extent permitted by law, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO may otherwise have to such MAYO Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYO. b) As a condition to including any Registrable Securities to be offered by MAYO in any registration statement filed pursuant to this Agreement, MAYO agrees to indemnify and hold harmless SORRENTOeach Selling Stockholder or any such Selling Stockholder’s partners, each of its directors, each of its directors or officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of SORRENTO, and each Personperson, if any, who controls SORRENTO such Selling Stockholder within the meaning of the Securities Act or and the Exchange Act (a “SORRENTO Indemnified Party”) from and Act, against any losses, claims, damages or liabilities or any actions in respect thereof, and all Losses to which a SORRENTO Indemnified Party such Selling Stockholder or controlling person may become subject under the Securities Act or the Act, Exchange Act, state securities or “blue sky” laws or otherwise, insofar as such losses, claims, damages, liabilities Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale any Registration Statement or in any amendment thereof, in each case at the time under which such became effective Registrable Shares were Registered under the Securities Act, any prospectus contained in the Registration Statement, or in any Disclosure Package, prospectus or in any amendment thereof or supplement theretoto the Registration Statement, or (ii) the arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in and the Company will reimburse each case only to the extent that the untrue statement Selling Stockholder and each such Selling Stockholder’s partners, directors or omission or alleged untrue statement or omission was made in reliance upon officers and in conformity with written information pertaining to MAYO and furnished to SORRENTO by or on behalf of MAYO specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the SORRENTO Indemnified Parties each controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability such Loss (or action or proceeding in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of MAYO, or any such director, officer, employees, affiliates and agents and shall survive the transfer of such Registrable Securities by MAYO, and MAYO shall reimburse SORRENTO, and each such director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding); provided, however, that the indemnity amount contained Company will not be liable in any such case to the extent that any such Losses arise out of or are based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished by such Selling Stockholder specifically for use in the preparation of the Registration Statement or (B) such Selling Stockholder’s failure to send or give a copy of the final prospectus to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. (iii) To the extent the any party is entitled to indemnification pursuant to this Section 3.15(b4(g) shall in no event exceed (the gross proceeds from the offering received by MAYO. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO or any such director, officer, employees, affiliates and agents and shall survive the transfer by MAYO of such Registrable Securities. c) Promptly after receipt by a MAYO Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), it shall give notice to the indemnifying party (the “Indemnifying Party”) promptly after such Indemnified Party willhas actual knowledge of any claim as to which indemnity may be sought, if a and shall permit the Indemnifying Party to assume the defense of any such claim in respect thereof is or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to be made against the indemnifying party under this Section 3.15, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will give notice as provided herein shall not relieve the indemnifying party from liability under Sections 3.15 (a) or 3.15 (b) unless and Indemnifying Party of its obligations pursuant to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Partythis Agreement, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, except to the extent that it the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. The Indemnified Party may wishparticipate in such defense at such party’s expense; provided, jointly with any other indemnifying party similarly notifiedhowever, to assume that the defense thereof, with counsel reasonably satisfactory to Indemnifying Party shall pay such expense if representation of such Indemnified Party (who shall notby the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall, except with the consent of the each Indemnified Party, be counsel consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the indemnifying party), and after notice from giving by the indemnifying party claimant or plaintiff to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to a release from all liability in respect of such Indemnified Party under this Section 3.15 for any legal claim or other expenseslitigation, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such and no Indemnified Party shall have been advised by counsel that there are one consent to entry of any judgment or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of settle such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action claim or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, litigation without the prior written consent of the Indemnifying Party. Each Indemnified Party (not to shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheld or delayed), effect any settlement of any pending or threatened action reasonably required in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release connection with the defense of such Indemnified Party from all liability on any claims that are the subject matter of such action, claim and litigation resulting therefrom. (iiiv) does not include a statement as In order to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 3.15 4(g) is due in accordance with its terms but for any reason is held to be unavailable or insufficient to hold harmless an Indemnified Party under Sections 3.15(a) or 3.15(b)in respect to any losses, claims, damages and liabilities referred to herein, then each the Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of the such losses, claims, damages or liabilities (or actions to which such party may be subject in respect thereof) referred to in Sections 3.15(a) or 3.15(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) liabilities, as well as any other relevant equitable considerations. The relative fault of the parties Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates related to information supplied by SORRENTO on the one hand Indemnifying Party or MAYO or MAYO the Indemnified Party, as the case may be, on the other, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an Indemnified Party as a result of Company and the losses, claims, damages or liabilities referred to in the first sentence of this Section 3.15(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 3.15(c). The parties Selling Stockholder agree that it would not be just and equitable if contributions contribution pursuant to this Section 4(g) were determined by pro rata allocation (even if MAYO was treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party or parties pursuant to this Section 4(g)(iv), notify such party or parties from whom such contribution may be sought, but the omission so to notify such party or parties from contribution may be sought shall not relieve such party from any other provision of obligation it or they may have thereunder or otherwise pursuant to this Section 3.15(c4(g)(iv). No party shall be liable for contribution with respect to any action, MAYO suit, proceeding or claim settled without its prior written consent, which consent shall not be required to contribute any amount in excess of the amount by which the net proceeds received by MAYO from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationunreasonably withheld. d) The agreements contained in this Section 3.15 shall survive the sale of the Registrable Securities pursuant to the Resale Registration Statement, and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.

Indemnification with Respect to Registration. (a) In the event of the offer and sale of the Registrable Securities held by MAYO the Noteholders under the Securities Act, SORRENTO the Company agrees to indemnify and hold harmless MAYO each Noteholder and its directors, officers, employees, affiliates Affiliates and agents and each Person who controls MAYO such Noteholder within the meaning of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “MAYO Noteholder Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof to which each MAYO Noteholder Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in the preliminary prospectus or other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, and shall reimburse, as incurred, the MAYO Noteholder Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that SORRENTO the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to MAYO a Noteholder and furnished to SORRENTO the Company by or on behalf of such MAYO Noteholder Indemnified Party specifically for inclusion therein; provided further, however, that SORRENTO the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO such Noteholder had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO such Noteholder sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO such Noteholder to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO the Company may otherwise have to such MAYO Noteholder Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Noteholder Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYOany Noteholder. (b) As a condition to including any Registrable Securities to be offered by MAYO a Noteholder in any registration statement filed pursuant to this Agreement, MAYO such Noteholder agrees to severally and not jointly indemnify and hold harmless SORRENTOthe Company, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates Affiliates and agents of SORRENTOthe Company, and each Person, if any, who controls SORRENTO the Company within the meaning of the Securities Act or the Exchange Act (a “SORRENTO Company Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a SORRENTO Company Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to MAYO such Noteholder and furnished to SORRENTO the Company by or on behalf of MAYO such Noteholder specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the SORRENTO Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of MAYOsuch Noteholder, or any such director, officer, employees, affiliates Affiliates and agents and shall survive the transfer of such Registrable Securities by MAYOsuch Noteholder, and MAYO such Noteholder shall reimburse SORRENTOthe Company, and each such director, officer, employees, affiliates Affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that the indemnity amount contained in this Section 3.15(b9(b) shall in no event exceed the gross proceeds from the offering received by MAYOsuch Noteholder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO the Company or any such director, officer, employees, affiliates Affiliates and agents and shall survive the transfer by MAYO a Noteholder of such Registrable Securities. (c) Promptly after receipt by a MAYO Noteholder Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 3.159, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Sections 3.15 (a9(a) or 3.15 (b9(b) unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 3.15 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the indemnification provided for in this Section 3.15 9 is unavailable or insufficient to hold harmless an Indemnified Party under Sections 3.15(a9(a) or 3.15(b9(b), then each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in Sections 3.15(a9(a) or 3.15(b9(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by SORRENTO the Company on the one hand or MAYO a Noteholder or MAYO Noteholder Indemnified Party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 3.15(c9(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 3.15(c9(c). The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if MAYO a Noteholder was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 3.15(c9(c), MAYO no Noteholder shall not be required to contribute any amount in excess of the amount by which the net proceeds received by MAYO such Noteholder from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO such Noteholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The agreements contained in this Section 3.15 9 shall survive the sale of the Registrable Securities pursuant to the Resale Registration Statement, and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.