Common use of Officers’ and Directors’ Insurance and Indemnification Clause in Contracts

Officers’ and Directors’ Insurance and Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation and the Buyer shall indemnify and hold harmless each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation to the fullest extent that the Company would have been permitted under the CBCA and the articles of incorporation and the bylaws of the Company in effect immediately prior to the Effective Time. The obligations of the Surviving Corporation and the Buyer under this Section 6.10(a) shall continue in full force and effect for a period of three (3) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) The Surviving Corporation and the Buyer shall cause, or shall cause one of their respective Subsidiaries to cause, the persons serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by the Company or one of its Subsidiaries (provided that the Surviving Corporation may substitute the Buyer’s policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Surviving Corporation or the Buyer be required to expend on an annual basis more than 150% of the annual premiums currently expended by the Company or any of its Subsidiaries (the “Insurance Amount”) to maintain or procure insurance coverage, and further provided that if the Surviving Corporation, the Buyer or one of their respective Subsidiaries is unable to maintain or obtain the insurance called for by this Section 6.10(b), the Surviving Corporation, the Buyer or one of their respective Subsidiaries shall obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event the Buyer, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person entity, then, and in each such case, to the extent necessary, proper provisions shall be made so that the successors or assigns of the Surviving Corporation or the Buyer, as applicable, assume the obligations set forth in this Section 6.10.

Officers’ and Directors’ Insurance and Indemnification. (a) In On or prior to the event initial take up under the Improved Offer, CanniMed, in consultation with Aurora, will utilize its best efforts to attain the lowest price to purchase a customary pre- paid, non-cancellable directors’ and officers’ “trailing” or “run-off’ insurance policy for up to $20 million coverage; provided that the premium for such policy shall not exceed $1,000,000. (b) From and after the Effective Time, the Offeror shall cause CanniMed (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of CanniMed (each, an “Indemnified Person”) against any threatened costs or actual expenses (including reasonable legal fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of CanniMed, whether asserted or claimed prior to, at or after the Effective Time, including the approval of this Agreement, the completion of the Improved Offer or any of the other Contemplated Transactions arising out of or related to this Agreement and the transactions contemplated hereby; provided that such Indemnified Person acted honestly and in good faith with a view to the best interests of CanniMed and, in the case of a criminal or administrativeadministrative action or proceeding that is enforced by monetary penalty, including the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. Neither the Offeror nor CanniMed shall settle, compromise or consent to the entry of any judgement in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director, officer or employee of CanniMed or services performed by such persons at the request of CanniMed at or prior to or following the Effective Time without the prior written consent of that Indemnified Person (such consent not to be unreasonably withheld) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person investigation. (the “Indemnified Parties”c) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or From and after the Effective Time, the parties hereto agree Offeror shall cause CanniMed (or its successor) to cooperate honour and use their reasonable best efforts to defend against comply with the terms of all director and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation officer indemnity agreements in place between CanniMed and the Buyer shall indemnify directors and hold harmless each such Indemnified Party against any lossesofficers of CanniMed as at January 19, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation to the fullest extent that the Company would have been permitted under the CBCA and the articles of incorporation and the bylaws of the Company in effect immediately prior to the Effective Time. The obligations of the Surviving Corporation and the Buyer under this Section 6.10(a) shall continue in full force and effect for a period of three (3) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim2018. (b) The Surviving Corporation and the Buyer shall cause, or shall cause one of their respective Subsidiaries to cause, the persons serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by the Company or one of its Subsidiaries (provided that the Surviving Corporation may substitute the Buyer’s policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Surviving Corporation or the Buyer be required to expend on an annual basis more than 150% of the annual premiums currently expended by the Company or any of its Subsidiaries (the “Insurance Amount”) to maintain or procure insurance coverage, and further provided that if the Surviving Corporation, the Buyer or one of their respective Subsidiaries is unable to maintain or obtain the insurance called for by this Section 6.10(b), the Surviving Corporation, the Buyer or one of their respective Subsidiaries shall obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event the Buyer, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person entity, then, and in each such case, to the extent necessary, proper provisions shall be made so that the successors or assigns of the Surviving Corporation or the Buyer, as applicable, assume the obligations set forth in this Section 6.10.

Officers’ and Directors’ Insurance and Indemnification. (a) In From and after the event Closing Date, the Buyer shall cause the applicable Target Group Members (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii), for so long thereafter as any threatened claim for indemnification asserted on or actual claimprior to such date has not been finally adjudicated) (i) keep and not amend, actionmodify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Target Group, suit, proceeding (ii) indemnify (except as provided in the immediately following proviso) the current and former directors and officers of the Target Group to the fullest extent to which the Target Group is permitted to indemnify such officers and directors with respect to any claims arising from facts or investigation, whether civil, criminal events that occurred on or administrative, including any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date Closing (including in connection with this Agreement or the transactions contemplated hereby or under the Ancillary Agreements); provided that, the foregoing obligation of this Agreement, the applicable Target Group Member to indemnify current or who becomes prior former officers or directors of the Target Group members shall not apply to claims for indemnification made by any current or former officers or directors of any Target Group Member which are attributable to claims made by the Buyer for indemnification which under the provisions of Section 7.2(a)(vi); and (iii) except to the Effective Timeextent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of the Target Group in such a manner as would adversely affect the rights of any individual who shall have served as a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation and the Buyer shall indemnify and hold harmless each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation to the fullest extent that the Company would have been permitted under the CBCA and the articles of incorporation and the bylaws of the Company in effect immediately Target Group prior to the Effective Time. The obligations of Closing to be indemnified by the Surviving Corporation and the Buyer under this Section 6.10(a) shall continue in full force and effect for a period of three (3) years from the Effective Time; provided, however, that all rights to indemnification Target Group in respect of any claim asserted their serving in such capacities at or made within such period shall continue until prior to the final disposition of such claimClosing. (b) The Surviving Corporation provisions of this Section 6.4 shall survive the consummation of the transactions contemplated by this Agreement and the Buyer shall cause, or shall cause one of their respective Subsidiaries to cause, the persons serving as officers Ancillary Agreements and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time are intended to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by the Company or one of its Subsidiaries (provided that the Surviving Corporation may substitute the Buyer’s policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Surviving Corporation or the Buyer be required to expend on an annual basis more than 150% of the annual premiums currently expended by the Company or any of its Subsidiaries (the “Insurance Amount”) to maintain or procure insurance coveragebenefit of, and further provided that if the Surviving Corporationwill be enforceable by, the Buyer or one of their respective Subsidiaries is unable each individual referred to maintain or obtain the insurance called for by in this Section 6.10(b)6.4, the Surviving Corporation, the Buyer his or one of their respective Subsidiaries shall obtain as much comparable insurance as is available for the Insurance Amounther heirs and successors and his or her legal representatives. (c) In If any of the event Buyer or the Buyer, the Surviving Corporation Target Group Members or any of their respective successors or assigns shall (i) consolidates amalgamate, consolidate with or merges merge or wind up into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or mergerentity, or (ii) transfers or conveys transfer all or substantially all of its properties and prospective assets to any person entityPerson, then, and in each such case, to the extent necessary, proper provisions shall be made so that the successors or and assigns of the Surviving Corporation or Buyer and the Buyer, as applicable, Target Group Member(s) shall assume all of the obligations set forth in this Section 6.106.4.

Officers’ and Directors’ Insurance and Indemnification. (a) In On or prior to the event initial take up under the Improved Offer, CanniMed, in consultation with Aurora, will utilize its best efforts to attain the lowest price to purchase a customary pre- paid, non-cancellable directors’ and officers’ “trailing” or “run-off’ insurance policy for up to $20 million coverage; provided that the premium for such policy shall not exceed $1,000,000. (b) From and after the Effective Time, the Offeror shall cause CanniMed (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of CanniMed (each, an “Indemnified Person”) against any threatened costs or actual expenses (including reasonable legal fees), judgements, fines,losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer ofCanniMed, whether asserted or claimed prior to, at or after the Effective Time, including the approval of this Agreement, the completion of the Improved Offer or any of the other Contemplated Transactions arising out of or related to this Agreement and the transactions contemplated hereby; provided that such Indemnified Person acted honestly and in good faith with a view to the best interests of CanniMed and, in the case of a criminal or administrativeadministrative action or proceeding that is enforced by monetary penalty, including the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. Neither the Offeror nor CanniMed shall settle, compromise or consent to the entry of any judgement in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director, officer or employee of CanniMed or services performed by such persons at the request of CanniMed at or prior to or following the Effective Time without the prior written consent of that Indemnified Person (such consent not to be unreasonably withheld) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person investigation. (the “Indemnified Parties”c) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or From and after the Effective Time, the parties hereto agree Offeror shall cause CanniMed (or its successor) to cooperate honour and use their reasonable best efforts to defend against comply with the terms of all director and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation officer indemnity agreements in place between CanniMed and the Buyer shall indemnify directors and hold harmless each such Indemnified Party against any lossesofficers of CanniMed as at January 19, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation to the fullest extent that the Company would have been permitted under the CBCA and the articles of incorporation and the bylaws of the Company in effect immediately prior to the Effective Time. The obligations of the Surviving Corporation and the Buyer under this Section 6.10(a) shall continue in full force and effect for a period of three (3) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim2018. (b) The Surviving Corporation and the Buyer shall cause, or shall cause one of their respective Subsidiaries to cause, the persons serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by the Company or one of its Subsidiaries (provided that the Surviving Corporation may substitute the Buyer’s policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Surviving Corporation or the Buyer be required to expend on an annual basis more than 150% of the annual premiums currently expended by the Company or any of its Subsidiaries (the “Insurance Amount”) to maintain or procure insurance coverage, and further provided that if the Surviving Corporation, the Buyer or one of their respective Subsidiaries is unable to maintain or obtain the insurance called for by this Section 6.10(b), the Surviving Corporation, the Buyer or one of their respective Subsidiaries shall obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event the Buyer, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person entity, then, and in each such case, to the extent necessary, proper provisions shall be made so that the successors or assigns of the Surviving Corporation or the Buyer, as applicable, assume the obligations set forth in this Section 6.10.