Common use of Procedure Clause in Contracts

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that UABRF promptly shall notify Fluidigm of any claim, demand, action or other proceeding for which UABRF intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Fluidigm shall have the right to participate in, and, and to the extent the Indemnitor Fluidigm so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Fluidigm; provided, including however, that UABRF shall have the right to settle retain its own counsel, with the fees and expenses to be paid by UABRF, if representation of UABRF by the counsel retained by Fluidigm would be inappropriate due to actual or potential differing interests between UABRF and any other party represented by such counsel in such proceedings. The indemnity obligations under this Section 9 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Fluidigm, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Fluidigm within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to UABRF under this Section 9 with respect thereto, but the Indemnitee solely omission so to deliver notice to Fluidigm shall not relieve it of any liability that it may have to UABRF other than under this Section 9. Fluidigm may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of UABRF without the Indemnitor is materially prejudiced by the delayprior express written consent of UABRF, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request UABRF, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Fluidigm and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim9.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party If any Arvinas Indemnitee or Pfizer Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims), if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 9, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. At the Indemnitor’s request The Indemnitee under this Article 9, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 12 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 12. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or other proceeding covered by this Article 12. The Indemnitor shall not, without the Indemnitee’s consent, which consent shall not be withheld or delayed unreasonably, consent to the entry of any judgment or accept any settlement with respect to such claim, demand, action or proceeding which imposes liability not covered by this indemnification and provide full information with respect thereto. Subject to or restrictions on the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that Regado promptly shall notify Archemix of any claim, demand, action or other proceeding for which Regado intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Archemix shall have the right to participate in, and, and to the extent the Indemnitor Regado so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Archemix; provided, including however, that Regado shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Regado. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Archemix within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Regado under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Archemix shall not relieve it of any liability that it may have to Regado other than under this Section 12. Archemix may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Regado without the Indemnitor is materially prejudiced by the delayprior express written consent of Regado, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Regado, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Archemix and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 13 (the “Indemnitee”) shall promptly notify the other party indemnifying Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory reasonably acceptable to the partiesother Party and with involvement of the Indemnitor’s insurance, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.313.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnitee under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Regado of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Regado shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Regado; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Regado, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Regado within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Regado shall not relieve it of any liability that it may have to Archemix other than under this Section 12. Regado may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Regado and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 13 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 13 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 13.

Procedure. A party If any Arvinas Indemnitee or Licensee Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee. Any Indemnitee shall have the right to retain its own counsel, including with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims); provided, however, if the Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor and the Indemnitee in the defense of such action, then the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee and Indemnitor in relation to such Third Party Claim. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 12, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 12 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 12, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise under this Article 12. At the Indemnitor’s request The Indemnitee under this Article 12, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification indemnification. It is understood that only Genentech, Roche (if a Licensee) and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment Arvinas may claim indemnity under this Agreement (on its own behalf or on behalf of its obligations under this Section 9.3Indemnitees), the Indemnitor shall pay any damages, costs or and other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitees may not directly claim indemnity hereunder.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify without undue delay Notify the other party Party (the “Indemnitor”) in writing of any loss, claimClaim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates (in the case of BN, its Registered Affiliates), Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Section shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notClaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability, or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice Notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section but the omission so to deliver written Notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section. At the Indemnitor’s request The Indemnitee under this Section, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim Claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If any Company Indemnitee or Customer Indemnitee (collectively, the “Indemnitee”) that intends to claim indemnification under this Section 9 8, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Loss and Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Section 8, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld, conditioned or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity obligation under this Section 8 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission to so deliver notice to the Indemnitor will not relieve Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 8 other than to the extent such omission impinges on the Indemnitor is materially prejudiced by the delayability to mitigate or avoid such liability. At the Indemnitor’s request The Indemnitee under this Section 8 and expense, the Indemnitee its employees and legal representatives shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject For clarity, nothing contained in this Section 8 shall be deemed to apply to the Indemnitee’s fulfillment of its obligations under this Section 9.3Firmware or Support, which are exclusively addressed in the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimSLA.

Procedure. A If a claim by a third party is made and a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 7, the Indemnitee shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification. If the Indemnitor accepts liability for indemnifying Indemnitee hereunder, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof; provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 7 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 7 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 7. If the delay. At Indemnitor fails to provide defense of the claim, and diligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor’s request prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 7, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (In the “Indemnitee”) event that an Indemnitee intends to claim indemnification under this Section 9 8, such Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnificationIndemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, [*****************************************************], if representation of such Indemnitee by the action on behalf of the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without, the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 8. At the Indemnitor’s request The Indemnitee under this Section 8, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A Should a party or any of its officers, agents, parent companies, affiliates, or employees (the “"Indemnitee”") that intends intend to claim indemnification under this Section 9 Article, such Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any alleged loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, be entitled to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms selected by the Indemnitor deems desirable in and approved by the exercise Indemnitee, such approval not to be unreasonably withheld; provided, however, that if representation of its sole discretion, except that Indemnitee by such counsel first selected by the Indemnitor would be inappropriate due to a conflict of interest between such Indemnitee and any other party represented by such counsel, then Indemnitor shall notselect other counsel for the defense of Indemnitee, without with the Indemnitee’s prior written consentfees and expenses to be paid by the Indemnitor, settle such other counsel to be approved by Indemnitee and such approval not to be unreasonably withheld. The indemnity agreement in this Article shall not apply to amounts paid in settlement of any such claim loss, claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnities under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 12 (the “Indemnitee”) shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to the parties, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.312, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 10. At the Indemnitor’s request The party claiming indemnification under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If a Party intends to claim indemnification under Section 6.1(a) or Section 6.1(b), such Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossclaim for indemnification, claimand, damageexcept as otherwise expressly provided in this Agreement, liability or action in respect the Indemnitor shall have control of which the defense and/or settlement thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee intends believes (based on the advice of outside counsel) that due to claim such indemnificationpotential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate (e.g., due to issues relating to the Field or scope of the rights licensed to the Indemnitor in this Agreement, and rights licensed to another entity), the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control costs of such representation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee. Under all other circumstances, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable may, in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle participate in any such proceeding with separate counsel of its choice, at its own expense. The foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected by the part Indemnitee without the consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaybe withheld unreasonably. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall cooperate fully with provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of and preparation for the defense of against any action, claim or liability covered by this indemnification indemnification. The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and provide full information with respect thereto. Subject to agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s fulfillment , without the prior express written consent of its obligations under this Section 9.3the Indemnitee, the Indemnitor which consent shall pay any damages, costs not be unreasonably withheld or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Agreement shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the absolute right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim ("Claim") which may result in a Loss or Litigation Expense, the Person seeking indemnity under this Article 8 (the “"Indemnitee”") shall give written notice thereof to the party from whom indemnity is sought (the "Indemnitor"); provided, however, that intends the failure to claim promptly notify the Indemnitor shall not affect the indemnification under obligation hereunder if the Indemnitor was not prejudiced thereby and the failure to promptly notify was inadvertent. The Indemnitor shall have the right, at its expense, to defend or contest (subject to the third to last sentence of this Section 9 8.5) such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of the Indemnitee's attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, in which event the Indemnitor will be responsible for the reasonable fees and expenses of one firm of counsel for all Indemnitees), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims, including, but not limited to, reasonable access to employees who are familiar with the transactions out of which such Claim or Loss may have arisen. In the event that the Indemnitor shall undertake to defend any Claim, it shall promptly notify the other party Indemnitee of its intention to do so within thirty (the “Indemnitor”30) days of being notified of any losssuch Claim. In the event that the Indemnitor, claimafter written notice from Indemnitee, damagefails to take timely action to defend the same, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate indefend the same by counsel of its own choosing, andbut at the cost and expense of the Indemnitor, provided no settlement of a Claim by Indemnitee (other than a Claim relating to an Excluded Liability) shall be effected without the consent of the Indemnitor which shall not be unreasonably withheld or delayed unless Indemnitee waives any right to indemnification therefor. The Indemnitor may settle or compromise any Claim without the prior written consent of Indemnitee except for settlement or compromise of a Claim (i) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to such Claim in form and substance reasonably satisfactory to Indemnitee, (ii) which would not adversely affect the Indemnitee and its Affiliates to own, hold, use and operate their respective assets and businesses, and (iii) for money damages only. Seller Parent and Buyer shall treat any payment under this Article 8 for all Tax purposes as an adjustment of the Purchase Price and as allocable to the assets deemed purchased under the Section 338(h)(10) Election as shall reasonably be determined by the Indemnitee, except to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and treatment is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations permitted under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimapplicable Law.

Procedure. A If a party or any of its Affiliates or their respective employees or agents (collectively, the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 10, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. At the Indemnitor’s request The Indemnitee under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have control of the defense and/or settlement thereof, subject to the limitations set forth herein; provided that the Indemnitee shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of in the defense thereof with through its own counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without at the Indemnitee’s prior written consent's expense. The indemnity agreement in this Article 15 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 15 but the omission so to deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 15. At the Indemnitor’s request and expense, The Indemnitor shall not settle or compromise any indemnified claim in a manner which would adversely impact the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld. The Indemnitee under this Article 15, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives at the Indemnitor's expense in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 10.3, it shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Section 10.3 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 10.3. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoSection 10.3. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable Portions herein identified by the Indemnitee [*****] have been omitted pursuant to a settlement agreement entered into by request for confidential treatment under Rule 24b-2 of the Indemnitor) in connection Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with such claimthe Securities and Exchange Commission.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder.

Procedure. A party Party or any of its affiliates or their --------- employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Agreement shall promptly notify in writing the other party Party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor may assume the defense thereof with counsel selected by Indemnitor and reasonably satisfactory to the Indemnitee, provided, however, that an Indemnitee -------- ------- shall have the right to participate inretain its own counsel with fees and expenses to be paid by the Indemnitor, and, to if representation of such Indemnitee by the extent counsel retained by the Indemnitor so desireswould be inappropriate due to actual or potential differing interest between such Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity agreement provided for in this Section 9 shall not apply to amounts paid in settlement of any loss, to assume sole Control claim, damage, liability or action if such settlement of the defense thereof with counsel mutually satisfactory to the partiesany loss, including the right to settle the claim, damage, liability or action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notif such settlement is effected, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 9. The Indemnitee under this Section 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (i) Any indemnification or advances to be made pursuant to Sections 1 and/or 3 shall be made by the “Company as soon as practicable, but in no event later than thirty (30) days after receipt of a written request for indemnification or advances, as the case may be, by Indemnitee”. During the interval between the Company’s receipt of such a request under paragraph (b) that intends to claim indemnification under of this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification3, and the Indemnitor later to occur of (i) payment in full to Indemnitee of the indemnification or advances required by Sections 1 and 3 or (ii) a determination (if required) pursuant to this Agreement and applicable law that Indemnitee is not entitled to indemnification hereunder, the Company shall have take all necessary steps (whether or not such steps require expenditures to be made by the right Company at that time), to participate in, stay (pending a final determination of Indemnitee’s entitlement to indemnification and, if Indemnitee is so entitled, the payment thereof) the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunder) in order to avoid Indemnitee being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the extent the Indemnitor so desiresprocurement of a surety bond to achieve such stay or a loan to Indemnitee of amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained), to assume sole Control promptly after receipt of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consentrequest therefor together with a written undertaking by Indemnitee to repay promptly following receipt of a statement therefor from the Company, settle any amounts (if any) expended by the Company for such claim purpose, if it is ultimately determined (if such settlement contains a stipulation determination is required) that Indemnitee is not entitled to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationbe indemnified against such judgments, and only to the extent the Indemnitor assumes directlypenalties, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs fines or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimamounts.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 ARTICLE 5 (the “Indemnitee”) shall promptly notify the other party responsible for providing the indemnity pursuant to Section 5.1 or 5.2, as applicable (the “Indemnitor”) ), of any loss, claim, damage, liability or action in respect of Claim for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires to assume, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity obligations under this ARTICLE 5 shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but Claim, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 5 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this ARTICLE 5. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such Claim that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 5.

Procedure. A party (the “Indemnitee”) that If an Indemnitee intends to claim indemnification under this Section 9 16.1, such Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor in writing of any lossclaim for indemnification, claimand, damageexcept as otherwise expressly provided in this Agreement, liability or action in respect the Indemnitor shall have control of which the defense and/or settlement thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee intends believes (based on the advice of outside counsel) that due to claim such indemnificationpotential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate, the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control costs of such representation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee. Under all other circumstances, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable may, in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle participate in any such proceeding with separate counsel of its choice, at its own expense. The foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected by the part Indemnitee without the consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect be unreasonably withheld, delayed or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayconditioned. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall cooperate fully with provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of, and preparation for, the defense of against any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees or agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s fulfillment , without the prior express written consent of its obligations under this Section 9.3the Indemnitee, the Indemnitor which consent shall pay any damagesnot be unreasonably withheld, costs conditioned or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party (the “Indemnitee”) that If any Duality Indemnitee or Licensee Indemnitee intends to claim indemnification under this Section 9 Article 14 (the “Indemnitee”), Duality or Licensee, as the case may be, shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification. Each indemnification claim notice must contain a description of the claim, the nature and amount of such loss (to the extent known at the time). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense and/or settlement thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of and the Indemnitee on any terms shall be entitled to participate in (but not control) the Indemnitor deems desirable in the exercise defense of such Third Party Claim and to employ counsel of its sole discretionchoice for this purpose, except that the Indemnitor at its own expense. The indemnity arrangement in this Article 14 shall notnot apply to amounts paid in settlement of any action with respect to a Third Party Claim, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor Indemnitee within a reasonable time after the commencement of any such action with respect to a Third Party Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 14 if and to the extent the Indemnitor Indemnitee is materially actually prejudiced by thereby. Duality or Licensee, as the delay. At the Indemnitor’s request case may be, and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Third Party Claim covered by this these indemnification provisions. The Indemnitor shall not settle any Third Party Claim without the prior written consent of the Indemnitee if the settlement is reasonably expected to: (a) result in or impose any obligation (including any payment obligation) on the Indemnitee or otherwise adversely affect the business of the Indemnitee in any manner, or (b) result in any admission of wrong-doing or fault by the Indemnitee. The costs and provide full information expenses, including fees and disbursements of counsel, incurred by the Indemnitee in connection with respect thereto. Subject any claim shall be reimbursed by the Indemnitor on a Calendar Quarter basis, without prejudice to the Indemnitor’s right to contest the Indemnitee’s fulfillment of its obligations under this Section 9.3, right to indemnification and subject to refund in the Indemnitor shall pay any damages, costs or other amounts awarded against event the Indemnitee (or payable by is ultimately held not to be obligated to indemnify the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitee.

Procedure. A If a party (the an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification indemnification. Portions of this Exhibit were omitted and provide full information have been filed separately with respect thereto. Subject the Secretary of the Commission pursuant to the IndemniteeCompany’s fulfillment application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim1934.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly notified, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party Party seeking indemnification hereunder (the an “Indemnitee”) that intends shall give prompt written notice to claim the Party from whom such indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”) of such alleged Liability or the commencement of any lossaction, claimsuit or proceeding, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, indemnity is or may be sought hereunder and will give the Indemnitor such information with respect thereto as the Indemnitor may reasonably request, being understood that no failure to give such information shall relieve the Indemnitor of any Liability hereunder (except to the extent the Indemnitor has suffered actual prejudice thereby). Except as otherwise provided in Article 8.5 or 8.6, if applicable, the Indemnitor shall have the sole right to control the defense and management of any such action, suit or proceeding, including settlements. The Indemnitee shall fully cooperate with the Indemnitor and shall have the right to participate inin the defense thereof, andand to employ counsel, to the extent at its own expense, separate from counsel employed by the Indemnitor so desiresin any such action. The Indemnitee shall not make any payment, incur any expense or make any admissions with respect to assume sole Control any claim or suit without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give. The Indemnitor shall not be required to provide indemnification with respect to a Liability the defense thereof with counsel mutually satisfactory of which is actually prejudiced by the failure to give notice by the parties, including Indemnitee or the right to settle the action on behalf failure of the Indemnitee on any terms to cooperate with the Indemnitor deems desirable in or where the exercise of its sole discretion, except that the Indemnitor shall not, Indemnitee makes any admissions or settles or compromises a Liability without the Indemnitee’s prior written consentconsent of the Indemnitor. Each Party shall cooperate with the other Party in resolving any claim or Liability with respect to which one Party is obligated to indemnify the other under this Agreement, settle including without limitation, by making Commercially Reasonable Efforts to mitigate or resolve any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimLiability.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been approved with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3omitted information, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claiman Order dated January 8, 2018.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 5 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 5.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 5 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 5, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 5. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 5. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Aptamera of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Aptamera shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Aptamera; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 13 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Aptamera, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Aptamera within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 13 with respect thereto, but the Indemnitee solely omission so to deliver notice to Aptamera shall not relieve it of any liability that it may have to Archemix other than under this Section 13. Aptamera may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Aptamera and its legal representatives Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim13.

Procedure. A party Party entitled to indemnification pursuant to this Section (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossClaims covered by this indemnity. Promptly after receipt of such notice, claimthe Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, damagewithin a reasonable time after receipt of such notice, liability to assume the defense with counsel or, if a direct or action in indirect conflict of interest exists between the Parties with respect of which to the Claim, the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate inundertake the defense of such Claims, andprovided however that the Indemnitee shall have no right to compromise and settlement such Claim for the account and at the expense of the Indemnitor. If the Claim is one of multiple claims in a lawsuit against Indemnitee, some of which claims may not be subject to the extent the Indemnitor so desires, to assume sole Control indemnity obligation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitor, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of may, at its sole discretion, except that elect to solely control the Indemnitor shall notdefense, without the Indemnitee’s prior written consentsettlement, settle any such claim if such settlement contains a stipulation adjustment or compromise of those claims for which is not subject to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its indemnity obligations under this Section 9.39, in which event the Indemnitor agrees to cooperate with Indemnitee’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend. The Indemnitor shall pay not compromise any damages, costs Claim (or other amounts awarded against portions thereof) or consent to the entry of any judgment without an unconditional release of all liability of the Indemnitee (as to each claimant or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimplaintiff.

Procedure. A party Party seeking indemnification (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Indemnitor; provided, including however, that Indemnitee shall have the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of retain its own counsel, at its sole discretionexpense, except that if representation of Indemnitee by the counsel retained by Indemnitor shall not, without the Indemnitee’s prior written consent, settle would be inappropriate due to actual or potential differing interests between Indemnitee and any other party represented by such claim if counsel in such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationproceedings. The failure of Indemnitee to deliver written notice to the Indemnitor within a reasonable time after Indemnitee receives notice of the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve Indemnitor of any liability to Indemnitee, but the omission so to deliver notice to Indemnitor will not relieve it of any liability that it may have to the Indemnitee solely to otherwise than under this paragraph 21. Indemnitee under this paragraph 21, its employees and agents, shall [***] Confidential portions of this document have been redacted and filed separately with the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request Securities and expense, the Indemnitee shall Exchange Commission Agreement.LifeVantage cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject to The Indemnitor may not settle any such claim without the Indemnitee’s fulfillment of its obligations under this Section 9.3, consent if the Indemnitor shall pay any damages, costs proposed settlement would be in the Indemnitee’s name or impose pecuniary or other amounts awarded against liability or an admission of fault or guilt on the Indemnitee (or payable by would require the Indemnitee pursuant to a settlement agreement entered into be bound by the Indemnitor) in connection with such claiman injunction of any kind.

Procedure. A party person or entity seeking indemnification hereunder (the “--------- "Indemnitee”") that intends to claim indemnification under this Section 9 shall promptly notify the other party from whom such indemnification is sought (the “"Indemnitor”") within a reasonable time in writing of any lossaction, claim, damage, claim or liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except provided that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give timely notice to the -------- Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve release the Indemnitor of from any liability to the Indemnitee solely to the extent the Indemnitor is materially not prejudiced thereby. The Indemnitor shall have the right, by prompt notice to the delay. At Indemnitee, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor’s request , and expenseif the Indemnitor so assumes such defense, the Indemnitee shall cooperate fully with may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. If the Indemnitor does not so assume the defense of such claim, the Indemnitee may assume such defense with counsel of its choice and its legal representatives in at the investigation and sole cost of the Indemnitor. The party not assuming the defense of any action, such claim or liability covered by this indemnification and provide full information with respect thereto. Subject shall render all reasonable assistance to the Indemnitee’s fulfillment party assuming such defense, and all out-of-pocket costs of its obligations under this Section 9.3such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the Indemnitor consent of the other party, which shall pay any damages, costs or other amounts awarded against not be unreasonably withheld; provided that the Indemnitee (or payable by shall have no obligation to -------- consent to any settlement of any such claim which imposes on the Indemnitee pursuant to a settlement agreement entered into any liability or obligation which cannot be assumed and performed in full by the Indemnitor) in connection with such claim.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to paragraphs (a) or (b) hereof (each such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 9 6 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall promptly notify be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, and, but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (a) the Indemnifying Person has agreed to pay such fees and expenses or (b) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseor proceeding, the Indemnitee shall cooperate fully with the Indemnitor Company agrees to indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section ARTICLE 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this ARTICLE 9 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 9, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this ARTICLE 9. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article IX (the “Indemnitee”) that intends shall give written notice thereof to claim the party from whom indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. If the Indemnitor, after written notice from Indemnitee, (a) fails within thirty (30) days after receipt of such notice to notify the Indemnitee (i) of its intent to defend against such Loss or Claim and (ii) that it irrevocably acknowledge its obligation to indemnify the Indemnitee pursuant to this Agreement for such Loss or Claim, or (b) after providing such notice fails to defend, contest, or otherwise protect against such Loss or Claim, or (c) after commencing to defend, contest or otherwise protect against such Loss or Claim fails to diligently continue to defend, contest or otherwise protect against the same, then in any such case the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, and, to but at the extent cost and expense of the Indemnitor. If the Indemnitor so desiresprovides the Indemnitee with the notice contemplated by this Section 9.4(a)(i) and (ii), then the Indemnitor may settle or compromise the entry of any judgment (x) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to assume sole Control of the defense thereof with counsel mutually such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (y) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any such loss, liability, damage or expense, or any claim, damagedemand, liability action or action in other proceeding with respect of to which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consent, settle any such claim damage or other expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 8. The Indemnitor may not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that If any Indemnitee intends to claim indemnification under this Section 9 shall Article 7, the Indemnitee will promptly notify the other party providing the indemnification (“the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to will assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee; provided, including however, that an Indemnitee will have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor will have the right to control the defense of, and settle, dispose of or compromise any claims for which it is providing indemnification under this Article 10; provided that the prior written consent of the Indemnitee on any terms the Indemnitor deems desirable (which will not be unreasonably withheld, delayed, or conditioned) will be required in the exercise event any such settlement, disposition or compromise would adversely affect the interests of its sole discretionthe Indemnitee. The indemnity agreement in this Article 7 will not apply to amounts paid in settlement or pursuant to the compromise or disposition of any loss, except that the Indemnitor shall notclaim, damage, liability, or action if such settlement, compromise or disposition is effected without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but shall action, will relieve the Indemnitor of any liability to the Indemnitee solely under this Article 7, but the omission so to deliver notice to the extent Indemnitor will not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 7. At the Indemnitor’s request The Indemnitee, its employees, and expenseits agents, the Indemnitee shall will cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim claim, or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Any person or entity intending to claim indemnification hereunder (the an “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party hereunder from whom indemnification is sought (the “Indemnitor”) in writing within a reasonable time of any loss, claim, damage, liability or action in respect of third-party Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and indemnification is able to fulfill such obligationsought hereunder. The failure to deliver written give timely notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve release the Indemnitor of from any liability to the Indemnitee solely to the extent the Indemnitor is materially not prejudiced thereby. The Indemnitor shall have the right, by notice to the delay. At Indemnitee within fifteen (15) business days after the Indemnitor’s request receipt of notice thereof, to assume the defense of any such third-party Claim with counsel of the Indemnitor’s choice and at Indemnitor’s sole expense. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at its sole expense. The party not assuming the defense of the third-party Claim shall cooperate fully render all reasonable assistance to the party assuming the defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnitor. No such third-party Claim shall be settled other than by the party defending it, and then only with the Indemnitor and its legal representatives in consent of the investigation and defense of other party (which shall not be unreasonably withheld or delayed). The Indemnitee shall, however, have no obligation to consent to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against settlement which imposes on the Indemnitee (any liability or payable by the Indemnitee pursuant to a settlement agreement entered into obligation which cannot be assumed and performed in full by the Indemnitor) in connection with such claim, and the Indemnitee shall have no right to withhold its consent to any settlement which involves only the payment of money by the Indemnitor or its insurer.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 9 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 9. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends An Indemnitee shall give prompt written notification to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) CTI of any lossClaim for which indemnification pursuant to this Article IX may be sought; provided, claimhowever, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing no delay on the part of the Indemnitee in notifying CTI shall relieve CTI of any liability or imposes any obligation on the Indemnitee other than a monetary obligation, and only hereunder except to the extent of any damage or liability caused by or arising out of such failure. An Indemnitee shall reasonably cooperate with CTI, at CTI’s expense, in the Indemnitor assumes directlydefense of such Claim. Within thirty (30) days after delivery of such notification, and in fullCTI may, such obligation and is able to fulfill such obligation. The failure to deliver upon written notice thereof to the Indemnitor within a reasonable time after Indemnitee, assume control of the commencement defense of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability Claim provided CTI acknowledges in writing to the Indemnitee solely that any damages, fines, costs or other liabilities that may be assessed against the Indemnitee in connection with such Claim shall be entitled to the extent the Indemnitor is materially prejudiced by the delayindemnification pursuant to this Article IX. At the Indemnitor’s request and expenseIf CTI does not so assume control of such defense, the Indemnitee shall cooperate fully with control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitor other Party advised of the status of such Claim and its legal representatives in the investigation and [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. defense thereof. The Indemnitee shall not agree to any settlement of such Claim without the prior written consent of CTI, which shall not be unreasonably withheld. Similarly, CTI shall not agree to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to settlement of such Claim without the prior written consent of the Indemnitee’s fulfillment of its obligations under , which shall not be unreasonably withheld. Indemnitees will be entitled to enforce this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant Article IX as if a Party to a settlement agreement entered into by the Indemnitor) in connection with such claimthis Agreement.

Procedure. A party (the “Indemnitee”) Except with respect to Third Party infringement claims subject to Section 11.4 above, a Party that intends to claim indemnification under this Section 9 16 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided, that the Indemnitee shall have the right to participate in, and, to in the extent defense or settlement of such Third Party Claim with counsel of its own choosing at its expense. The Indemnitor shall keep the Indemnitor so desires, to assume sole Control Indemnitee fully informed of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf progress of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Third Party Claim. The indemnity arrangement in this Section 16 shall not apply to amounts paid in settlement of any action with respect to a Third Party Claim, if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld, delayed or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationconditioned unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty with respect to a Third Party Claim, if prejudicial to its ability to defend such action but action, ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 16 to the extent it is so prejudiced, but the omission to so deliver written notice to the Indemnitor is materially prejudiced by shall not relieve the delayIndemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 16. At the Indemnitor’s request and expense, the The Indemnitee under this Section 16 shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Third Party Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. 10.2.1 A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 0 shall promptly notify provide notice to the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, which notice shall include a reasonable identification of the alleged facts giving rise to such Liability, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of control the defense thereof with counsel mutually satisfactory selected by the Indemnitor. However, notwithstanding the foregoing, except with respect to any Claim that is a Third Party Action, the partiesprocess for the defense of which shall be governed by Section 8.7, including the Indemnitee shall have the right to settle participate in, but not control, the action on behalf defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnitee, unless (a) representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings or (b) the Indemnitor has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such fees and expenses shall be paid by the Indemnitor. The Indemnitee on any terms the Indemnitor deems desirable shall, and shall cause each of its Affiliates and its and their respective directors, officers, employees and agents, as applicable, to, cooperate in the exercise defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals and otherwise providing reasonable access to such indemnitees and other employees and agents of its sole discretionthe Indemnitee, except in each case as may be reasonably requested in connection therewith; provided, that the Indemnitor shall notreimburse the Indemnitee for its reasonable and verifiable out-of-pocket expenses in connection therewith. The Indemnitor may not settle any Claim, and the Indemnitee shall not be responsible for or be bound by any settlement of a Claim that imposes an obligation on it, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitee, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect be unreasonably withheld, conditioned or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party Party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of control the defense thereof with counsel mutually satisfactory to of its selection; provided, however, that the parties, including Indemnitee shall have the right to settle retain its own advisory counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If Indemnitor does not elect within (30) days after such notice to so control the exercise defense of such proceeding, Indemnitee may undertake such control, and Indemnitor shall be entitled to advisory counsel of its sole discretionown selection. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part written consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3Article 10, but the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.omission so to

Procedure. A party Diversa Indemnitee or Syngenta Indemnitee (the “Indemnitee”) that intends to claim indemnification under this Section 9 11 shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory chosen by Indemnitor, with consent of Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee shall not enter into negotiations or enter into any agreement with respect to the parties, including settlement of any Claim without the right to settle the action on behalf prior written approval of the Indemnitee on Indemnitor, and the indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 11. At the Indemnitor’s request and expenserequest, the Indemnitee under this Section 11, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomitted information.

Procedure. A party (Any of the “Indemnitee”) 3DP Indemnitees that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party BMS (the “"Indemnitor”") in writing of any loss, claimliability, damage, liability loss, cost and/or expense (including reasonable attorneys' fees) arising out of Third Party claims or action lawsuits in respect of which the 3DP Indemnitee intends to claim such indemnification, and shall permit the Indemnitor to assume direction and control of the defense of the claim (including the selection of counsel, reasonably acceptable to the 3DP Indemnitee, and the right to negotiate a settlement, at the discretion of the Indemnitor, provided that such settlement does not impose any material obligation or detriment on the 3DP Indemnitee), and shall cooperate as requested (at the expense of the Indemnitor) in the defense of the claim; provided, however, that a 3DP Indemnitee shall have the right to participate inretain its own counsel, and, with the fees and expenses to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the be paid by such 3DP Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the 3DP Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 11. At the Indemnitor’s request and expense's request, the 3DP Indemnitee under this Article 11, and its employees and agents, shall cooperate ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability loss covered by this indemnification and provide full true, correct and complete information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party’s discovery of facts which might give rise to indemnification hereunder including with respect to any breach of any of Purchaser’s representation or warranties, covenants or agreements in this Agreement, the party claiming indemnification hereunder (the “Indemnitee”) that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the “Damage Claim Notice”). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor’s own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor’s own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor’s election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains a stipulation to or admission or acknowledgment an unconditional release of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to all claims against the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “"Indemnitee”") that intends to claim --------- indemnification under this Section 9 Agreement shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including the right to settle the action on behalf of however, that the Indemnitee on any terms shall have the Indemnitor deems desirable in absolute right -------- ------- to retain its own counsel, with the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to subsections (a) or (b) of this Section 9 shall promptly 7 (any such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 7 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, andbut the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to pay such fees and expenses, to (ii) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability or proceeding, subject to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseno further appeal, the Indemnitee Indemnifying Person shall cooperate fully with the Indemnitor indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article VII (the “Indemnitee”) that intends shall give written notice thereof to claim indemnification under this Section 9 shall promptly notify the other party from whom indemnity is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm representing Indemnitee), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. In the event that the Indemnitor, after written notice from Indemnitee, fails to take timely action to defend the same, the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, andbut at the cost and expense of the Indemnitor, to provided, no settlement of a Claim by Indemnitee shall be effected without the extent consent of the Indemnitor so desires, unless Indemnitee waives any right to assume sole Control indemnification therefor. The Indemnitor may settle or compromise the entry of any judgment (a) which includes the defense thereof unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with counsel mutually respect to such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (b) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 10.0 (the "Indemnitee") shall promptly notify the other party (the “"Indemnitor”") of any loss, claimliability, damage, liability expense, claim, demand, action or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, desires to assume sole Control of (jointly with any other indemnitor similarly noticed) the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided however, including that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 10.0 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure by the Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10.0, but the omission to deliver notice to the extent Indemnitor will not relieve the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, of any liability that it may have to the Indemnitee other than under this Article 10.0. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Article 10.0 and its employees and agents shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 11 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 11, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 11. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject in the investigation of any Indemnifiable Losses, in order to the Indemnitee’s fulfillment of its obligations under be covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party's discovery of facts which might give rise to indemnification hereunder, the party claiming indemnification hereunder (the “"Indemnitee”") that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “"Indemnitor”"), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the "Damage Claim Notice"). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor's own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor's own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor's election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s 's prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains a stipulation to or admission or acknowledgment unconditional release of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to all claims against the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party If one Party (the “Indemnitee”) that intends receives any notice of a claim or other allegation with respect to claim indemnification under this Section 9 shall promptly notify which the other party Party (the “Indemnitor”) has an obligation of any lossindemnity hereunder, claim, damage, liability or action in respect of which then the Indemnitee intends will in order to claim qualify for Indemnification under this Section, within fifteen (15) days of receipt of such indemnificationnotice, and give the Indemnitor shall have the right to participate inwritten notice, and, pursuant to the extent Notices provision set forth in Section 12(f) of this Agreement, of such claim or allegation setting forth in reasonable detail the Indemnitor so desiresfacts and circumstances surrounding the claim; provided, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partieshowever, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give such notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3section except to the extent that Indemnitor is actually prejudiced by such failure. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay any damagesall authorized and documented costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee Indemnitee, except to the extent authorized by the Indemnitor or pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimthis procedure.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 The Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claimliability, damage, liability expense, claim, demand, action, or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action, or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 11 to the extent Indemnitor is prejudiced by Indemnitee's delay, but the omission of such notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 11. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that effects the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Section 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 10 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 10 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 10.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim in a manner that admits liability of its Indemnitee or requires Indemnitee to perform any material obligations under this Section 9.3(other than payment of money which will be fully satisfied by Indemnitor) without the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively engaged in activities relating to defending or settling the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does assume activities in furtherance of the defense and settlement of a Claim as provided above within [***] after written notice from Indemnitee stating intent of the Indemnitor to undertake such activities if Indemnitor does not: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 18 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 18.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 18 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 18, but the failure to so timely deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 18. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 18. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A party (the “Indemnitee”) that intends Each person entitled to claim indemnification under this Section 9 --------- Agreement (an "Indemnified Person") shall promptly notify give notice to the other party required to provide indemnification (the “Indemnitor”"Indemnifying Person") promptly after such Indemnified Person has actual knowledge of any lossclaim as to which indemnity may be sought and shall permit the Indemnifying Person to assume the defense of any such claim and any litigation resulting therefrom, claim, damage, liability provided that counsel for the Indemnifying Person who conducts the defense of such claim or action in respect of which any litigation resulting therefrom shall be approved by the Indemnitee intends to claim such indemnificationIndemnified Person (whose approval shall not unreasonably be withheld), and the Indemnitor shall have Indemnified Person may participate in such defense at such party's expense (unless the right to participate in, and, to Indemnified Person has reasonably concluded that there may be a conflict of interest between the extent Indemnifying Person and the Indemnitor so desires, Indemnified Person in such action or unless the Indemnifying Person fails to assume sole Control the defense or pursue it in good faith, in which case the fees and expenses of counsel for the Indemnified Person shall be at the expense of the defense thereof with counsel mutually satisfactory to the partiesIndemnifying Person), including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except and provided further that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment failure of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only Indemnified Person to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give notice to the Indemnitor within a reasonable time after the commencement of any such action as provided herein shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment Indemnifying Person of its obligations under this Section 9.39.1 except to the extent the Indemnifying Person is materially prejudiced thereby. No Indemnifying Person, in the Indemnitor defense of any such claim or litigation, shall pay (except with the consent of each Indemnified Person) consent to entry of any damages, costs judgment or other amounts awarded against enter into any settlement that does not include as an unconditional term thereof the Indemnitee (or payable giving by the Indemnitee pursuant claimant or plaintiff to such Indemnified Person of a settlement agreement entered into by release from all liability in respect to such claim or litigation. Each Indemnified Person shall furnish such information regarding itself or the Indemnitor) claim in question as an Indemnifying Person may reasonably request in writing and as shall be reasonably required in connection with the defense of such claimclaim and litigation resulting therefrom.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 13, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 13 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 13. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoArticle 13. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3{ * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Indemnitor shall pay any damagesMARKED BY BRACKETS, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 8 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 8 solely to the extent of such prejudice, but the omission so to deliver notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that imposes any obligation or burden on the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party In the event that any Person entitled to indemnification under Section 10.1 or Section 10.2 (the an “Indemnitee”) is seeking such indemnification, such Indemnitee shall (i) inform, in writing, the indemnifying Party of a Claim as soon as reasonably practicable after such Indemnitee receives notice of such Claim, (ii) permit the indemnifying Party to assume direction and control of the defense of the Claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided, that intends such settlement or compromise does not admit any fault or negligence on the part of the Indemnitee, nor impose any obligation on, or otherwise materially adversely affect the Indemnitee or other Party), (iii) cooperate as reasonably requested (at the expense of the indemnifying Party) in the defense of the Claim, and (iv) undertake reasonable steps to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of mitigate any loss, claimdamage or expense with respect to the Claim(s). Notwithstanding anything in this Agreement to the contrary, damagethe indemnifying Party shall have no liability under Section 10.1 or 10.2, liability as the case may be, with respect to Claims settled or action in respect of which compromised by the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemniteeindemnifying Party’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaybe unreasonably withheld. At the Indemnitor’s request and expense*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoAS AMENDED. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.EXECUTION COPY Confidential

Procedure. A party As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with (x) financial statements for the “Indemnitee”proposed transferee, as well as (y) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control a complete copy of the defense thereof with counsel mutually satisfactory to the partiesproposed assignment, including the right to settle the action on behalf sublease and other contractual documents and such other information as Landlord may, within seven (7) Business Days following Tenant’s delivery of the Indemnitee on any terms the Indemnitor deems desirable items described in the exercise of its sole discretionclauses (x) and (y) above, except that the Indemnitor shall notreasonably request. Landlord shall, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver by written notice to Tenant within twenty (20) days of its receipt of the Indemnitor required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing (such refusal to specify in reasonable detail the grounds for Landlord’s refusal); or (2) except in the case of a Permitted Transfer, in the case of an assignment of this Lease or a sublease that would result in 50% or more of the Tenant’s Premises being subject to sublease for a term, with or without renewal options relating thereto, which is 50% or more of the then remaining Term of this Lease, terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. If Landlord fails to deliver to Tenant notice of Landlord’s consent or withholding of consent (or election to recapture, if applicable) with respect to a proposed Transfer within the twenty (20) days following Tenant’s submission of request for such consent, Tenant may send a reasonable time after second (2nd) notice to Landlord, which notice must contain the commencement following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 12.B OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s election within such five (5) business day period, Landlord shall be deemed to have approved the Transfer in question. Tenant shall pay Landlord a review fee of $2,000.00 for Landlord’s review of any such action shall not affect Permitted Transfer or limit Indemnitorrequested Transfer, provided if Landlord’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitoractual reasonable costs and expenses (including reasonable attorney’s request and expense, the Indemnitee shall cooperate fully fees associated with the Indemnitor review of a proposed Transfer) exceed $2,000.00, Tenant shall reimburse Landlord for its actual reasonable costs and its legal representatives expenses in the investigation and defense lieu of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimfixed review fee.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 hereunder shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, in and to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation would be inappropriate due to actual or admission or acknowledgment of any liability or wrongdoing on the part of potential differing interests between the Indemnitee or imposes and any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and party represented by such counsel in full, such obligation and is able to fulfill such obligationproceedings. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement notice of any such claim or demand, or the commencement any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely hereunder with respect thereto, but the omission so to deliver notice to the extent Indemnitor shall not relieve it of any liability that it may otherwise have to the Indemnitee. The Indemnitor is materially prejudiced by may not settle or otherwise consent to an adverse judgment in such claim, demand, action or other proceeding, that diminishes the delayrights or interests of Indemnitee without the prior express written consent of the Indemnitee, which consent shall be unreasonably withheld or delayed. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3demand, the Indemnitor shall pay any damages, costs action or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding covered hereby.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 10, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 10 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 10. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or other proceeding covered by this Article 10. The Indemnitor shall not, without the Indemnitee’s consent, which consent shall not be withheld or delayed unreasonably, consent to the entry of any judgment or accept any settlement with respect to such claim, demand, action or proceeding which imposes liability not covered by this indemnification and provide full information with respect thereto. Subject to or restrictions on the Indemnitee’s fulfillment of its obligations under . { * } = Certain confidential information contained in this Section 9.3document, marked by brackets, is filed with the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee Securities and Exchange Commission pursuant to a settlement agreement entered into by Rule 24b-2 of the Indemnitor) in connection with such claim.Securities Exchange Act of 1934, as amended. EXHIBIT 10.29

Procedure. A If the matter with respect to which a party seeks indemnification (the “"Indemnitee”") that intends to involves a claim indemnification under this Section 9 shall asserted against the Indemnitee by a third party, promptly after receipt by the Indemnitee of notice of the commencement of any action, it will notify the other party from whom it is entitled to indemnification (the “"Indemnitor”") in writing of the commencement thereof, but the omission so to notify the Indemnitor will not relieve the Indemnitor from any loss, claim, damage, liability or action in respect of which it may have to the Indemnitee intends to claim unless the Indemnitor is prejudiced by such indemnificationomission. In case any such action shall be brought against the Indemnitee and it shall notify the Indemnitor of the commencement thereof, and the Indemnitor shall have the right be entitled to participate in, and, to the extent that it may wish to assume the defense thereof, with counsel satisfactory to the Indemnitee, and after notice from the Indemnitor so desires, to the Indemnitee of its election to assume sole Control of the defense thereof, the Indemnitor shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof unless (a) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to this sentence, (b) the Indemnitor shall not have employed counsel mutually satisfactory to the partiesIndemnitee to represent the Indemnitee within a reasonable time, including (c) the Indemnitor and its counsel do not actively and vigorously pursue the defense of such action, or (d) the Indemnitor has authorized the employment of counsel for the Indemnitee at the expense of the Indemnitor; provided, however, that the Indemnitee shall have the right to settle the action on behalf employ counsel to represent it if, in its reasonable judgment, it is advisable for it to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between the Indemnitee on any terms and the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any respect to such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directlyclaim, and in full, such obligation event the fees and is able to fulfill expenses of such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action separate counsel shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced be paid by the delayIndemnitor. At the Indemnitor’s request and expenseIn such circumstance, the Indemnitee shall cooperate fully with designate the counsel. The Indemnitor will not be liable to the Indemnitee for any settlement of any action or claim without the consent of the Indemnitor and the Indemnitor may not unreasonably withhold its legal representatives in the investigation and defense consent to any settlement. The Indemnitor will not consent to entry of any action, judgment or enter into any settlement or compromise any claim which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a full release from all liability with respect to such claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimlitigation.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 shall promptly Article 12 (the “Indemnitee”) with respect to any Claim will: (a) notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect such Claim as soon as reasonably practicable after it receives notice of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except Claim (it being understood that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice of such Claim to the Indemnitor within a reasonable time after the commencement Indemnitee receives notice of any such action shall not affect Claim, will relieve the Indemnitor of its indemnification obligations under Section 12.1 or limit 12.2, as applicable, with respect to such Claim only to the extent such failure is prejudicial to the Indemnitor’s duty ability to defend such action but shall relieve Claim); (b) permit the Indemnitor to assume direction and control of liability the defense of the Claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request Indemnitee; and expense, the Indemnitee shall (c) cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of the Claim, as requested by the Indemnitor (at the expense of the Indemnitor). If the Indemnitor does not assume control of such defense within [***] days after receiving notice of the Claim from the Indemnitee, the Indemnitee will control such defense and, without limiting the Indemnitor’s indemnification obligations, the Indemnitor will reimburse the Indemnitee for all documented costs, including reasonable attorney fees, incurred by the Indemnitee in defending itself within [***] days after receipt of any action, claim or liability covered invoice therefor from the Indemnitee. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense will keep the other Party advised of the status of such Claim and the defense thereof and will consider recommendations made by this indemnification and provide full information the other Party with respect thereto. Subject The Indemnitee will not agree to any settlement of such Claim without the prior written consent of the Indemnitor, which will not be unreasonably withheld, delayed or conditioned. The Indemnitor will not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnitee from all liability with respect thereto, that imposes any liability or obligation on the Indemnitee or that acknowledges fault by the Indemnitee’s fulfillment ; in each case, without the prior written consent of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitee.

Procedure. A party (the “Indemnitee”) Party or any of its indemnitees that intends to claim indemnification under this Section 9 14 (Indemnification; Insurance) (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall relieve the Indemnitor of liability to its indemnification obligations under this Section 14 (Indemnification; Insurance). The Indemnitor has sole control of the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee as provided in this Section 14 (or payable by the Indemnitee pursuant to a settlement agreement entered into by the IndemnitorIndemnification; Insurance). MOA Life Plus-Elevai Labs [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) in connection with such claimNOT MATERIAL AND (II) IS THE TYPE THAT ELEVAI LABS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

Procedure. A party (a) Except as provided in Section 11.3(c), in the “Indemnitee”) event that intends to claim indemnification under this Section 9 any Person shall promptly notify the other party (the “Indemnitor”) of incur or suffer any loss, claim, damage, liability or action Damages in respect of which indemnification may be sought hereunder, the party seeking to be indemnified hereunder (the "Indemnitee") may assert a claim for indemnification by written notice (the "Notice") to the party from whom indemnification is being sought (the "Indemnitor"), stating the nature and basis of such claim and, to the extent practicable, the amount or estimate of the Damages attributable to such Claim. In the case of Damages arising or which may arise by reason of any third-party claim, promptly after receipt by an Indemnitee of written notice of the assertion or the commencement of any Legal Proceeding with respect to any matter in respect of which indemnification may be sought by such party hereunder, the Indemnitee intends shall give the Notice to claim the Indemnitor and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided that failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor's obligations hereunder, except that if the Indemnitor is prejudiced by such indemnificationfailure its obligations shall be reduced to the extent of such prejudice resulting from such failure. In case any such Legal Proceeding is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice of its intention to do so to the Indemnitee within 30 days after receipt of the Notice, in which event the Indemnitor shall assume all past and future responsibility for such Legal Proceeding, including reimbursing the Indemnitee for all prior reasonable legal expenses in connection therewith. If the Indemnitor shall assume the defense of such Legal Proceeding, it shall not settle such Legal Proceeding unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee from all liability with respect to such Legal Proceeding. As long as the Indemnitor has assumed the defense of such Legal Proceeding, and is contesting any such Legal Proceeding in good faith and on a timely basis, the Indemnitee shall not pay or settle any claims brought under such Legal Proceeding. Notwithstanding the assumption by the Indemnitor of the defense of any Legal Proceeding as provided in this subsection, the Indemnitee shall be permitted to participate in the defense of such Legal Proceeding and to employ counsel at its own expense; provided, however, that if the defendants in any Legal Proceeding shall include both an Indemnitor and any Indemnitee and such Indemnitee shall have reasonably concluded that counsel selected by Indemnitor has a conflict of interest because of the availability of different or additional defenses to such Indemnitee which, if asserted, would be adverse to the Indemnitor, such Indemnitee shall have the right to select separate counsel to participate inin the defense of such Legal Proceeding on its behalf, and, to at the extent the Indemnitor so desires, to assume sole Control expense of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except Indemnitor; provided that the Indemnitor shall not, without not be obligated to pay the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation expenses of more than one separate counsel for all Indemnitees. The Indemnitor shall not be obligated to or admission or acknowledgment of any liability or wrongdoing on the part incur total expenses and costs in excess of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnity Cap.

Procedure. A The party [or parties] seeking indemnification (the “Indemnitee”) that intends shall give to claim the party [or parties] from whom indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and setting forth the amount, or method of any losscomputation thereof, claimof such claim (if then known); provided, damage, liability or action that a Claim Notice in respect of any pending or threatened action or proceeding by or against a third person as to which indemnification is sought (each such action or proceeding being a “Third Person Claim”) shall be given promptly after the Indemnitee receives notice thereof or makes such a claim, whichever is applicable; and provided, further, that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder, except to the extent it shall have been materially prejudiced by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under this Section 14 shall be determined: (i) by written agreement between the Indemnitee and Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnitee intends and Indemnitor shall agree. Subject to claim such indemnificationthe next paragraph, the Indemnitee shall have the right to conduct and control the defense, compromise or settlement of any Third Person Claim as to which indemnification is sought hereunder, and the Indemnitor shall cooperate in connection therewith; provided that the Indemnitor may participate, at its expense, in the defense of any such claim. The lndemnitee may settle such claim on such terms as reasonably agreed to by Indemnitee and Indemnitor. If no compromise or settlement of such Third Person Claim is made, the Indemnitor shall promptly reimburse the lndemnitec for the amount of any final judgment rendered with respect to such claim and for all reasonable expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof, but only to the extent that such amounts are actually paid. If Third Person Claim is solely for money damages or, where SELLER and/or OWNER is the Indemnitor, will have no continuing effect on the Business or the Assets, then the Indemnitor shall have the right to participate inconduct and control the defense, and, compromise or settlement of such Third Person Claim as to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, which indemnification is sought hereunder and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with in connection therewith; provided that the Indemnitor and Indemnitee may participate, at its legal representatives expense, in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 10 (the "Indemnitee") shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of Claim for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel selected by the Indemnitor and reasonably mutually satisfactory to both parties. However, the parties, including Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, any Claim if a settlement is effected without the Indemnitee’s prior express written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement notice of any such action shall not affect or limit Indemnitor’s duty Claim, if prejudicial to its ability to defend such action but Claim, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by under this indemnification and provide full information Article 10 with respect thereto. Subject , but the omission so to the Indemnitee’s fulfillment of its obligations under this Section 9.3, deliver notice to the Indemnitor shall pay not relieve it of any damages, costs or other amounts awarded against liability that it may have to the Indemnitee (otherwise than under Article 10. The Indemnitor may not settle or payable by otherwise consent to an adverse judgment in such Claim that diminishes the rights or interests of Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim.prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section Article 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, sublicensees or their directors, officers, employees, agents or counsel intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of any loss, including the right to settle the claim, damage, liability or action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 9. At the Indemnitor’s request and expenserequest, the Indemnitee under this Article 9, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3DISCLAIMER OF WARRANTIES THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. UNIGENE AND NOVARTIS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, the Indemnitor shall pay any damagesWHETHER EXPRESS OR IMPLIED, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimWITH RESPECT TO THE LICENSED TECHNOLOGY, EACH OF THEIR RESEARCH, DEVELOPMENT AND COMMERCIALIZATION EFFORTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, WHETHER THE UNIGENE AND/OR THE NOVARTIS DRUG PRODUCTS CAN BE SUCCESSFULLY DEVELOPED OR MARKETED, THE ACCURACY, PERFORMANCE, UTILITY, RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE, COMPREHENSIVENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHATSOEVER OF THE UNIGENE AND/OR THE NOVARTIS DRUG PRODUCTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER UNIGENE OR NOVARTIS BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER OR INCIDENTAL TO THIS AGREEMENT, ITS PERFORMANCE OR THE NEGOTIATIONS LEADING UP TO ITS ENTRY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF OR DAMAGE TO GOODWILL OR TO ANY OTHER EXPECTATION BENEFIT, OR LIABILITY TO THIRD PARTIES, EXCEPT AS PROVIDED FOR IN ARTICLE IX.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification, at the Indemnitor’s expense. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection at its own expense. The Indemnitor shall not settle any Claim without [*]. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not [*]. If the Indemnitor does not assume and conduct the defense of its obligations under this Section 9.3the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate [*]; and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A (a) In the event that at any time or from time to time after the Closing, any person or persons entitled to indemnification under Section 5.1 or 5.2 above (collectively, the "Indemnitee") shall sustain a loss which constitutes a claim subject to indemnification under either of such Sections (a "Claim"), such Indemnitee shall notify the party required to provide indemnity (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnificationloss so sustained, and the Indemnitor shall within ten (10) days after transmittal of such notice pay to such Indemnitee the amount of such loss so sustained, subject to the Indemnitor's right to contest any Claim which has not yet resulted in a loss, as hereinafter provided. Each Indemnitee shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter constituting a Claim involving liabilities to third parties (but the omission to so notify the Indemnitor shall not relieve the Indemnitor from any liability except to the extent that the Indemnitor shall have been prejudiced as a result of the failure or delay), and shall give the Indemnitor a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitor at its own expense; provided that the Indemnitee shall at all times also have the right to fully participate in, and, to the extent the Indemnitor so desires, to assume sole Control of in the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of at its own expense. If legal proceedings shall have been commenced or a tax assessment made against the Indemnitee on any terms a Claim and the Indemnitor deems desirable in the exercise of its sole discretionshall, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty said notice, fail to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expensedefend, the Indemnitee shall cooperate fully with have the Indemnitor right, but not the obligation, to undertake the defense of, and its legal representatives to compromise or settle (exercising reasonable business judgment) the Claim or other matter on behalf, for the account, and at the risk and expense, of the Indemnitor. Except as provided in the investigation and defense of any actionpreceding sentence, the Indemnitee shall not compromise or settle the claim or liability covered other matter without the prior written consent of the Indemnitor. If the claim is one that cannot by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into nature be defended solely by the Indemnitor) in connection with such claim, the Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request; provided that any associated expenses shall be paid by the Indemnitor.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article VII (the “Indemnitee”) that intends shall give written notice thereof to claim indemnification under this Section 9 shall promptly notify the other party from whom indemnity is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. In the event that the Indemnitor, after written notice from Indemnitee, fails to take timely action to defend the same, the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, andbut at the cost and expense of the Indemnitor, to provided that no settlement of a Claim by Indemnitee shall be effected without the extent consent of the Indemnitor so desires, unless Indemnitee waives any right to assume sole Control indemnification therefor. The Indemnitor may settle or compromise the entry of any judgment (a) which includes the defense thereof unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with counsel mutually respect to such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (b) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party Unless otherwise agreed to by the Investors in writing, the offer of any Dilution Instruments shall be made in the manner set forth in this Clause 9.2. The Company shall deliver a written notice (the “IndemniteeOffer Notice”) that intends to claim indemnification under the Investors stating: (a) its bona fide intention to offer such Dilution Instruments; (b) the number of such Dilution Instruments to be offered to the Investors in proportion to their shareholding in the Company on a Fully Diluted Basis; and (c) the price and terms, if any, upon which it proposes to offer such Dilution Instruments. By Notification to the Company within 30 (thirty) Business Days after receipt of the Offer Notice the Investors may elect to subscribe to all or part of the Dilution Instruments offered by the Company at the price and on the terms specified in the Offer Notice in accordance with clause 9.1. If the Dilution Instruments, or any of them, referred to in the Offer Notice are not elected to be subscribed to by the Investors, then such Dilution Instruments shall automatically devolve on a pro rata basis, upon the remaining Investors, if any, who shall be entitled to subscribe to such devolved Dilution Instruments in accordance with this Section Clause 9 shall promptly notify along with subscription to the other party original entitlement to the Dilution Instruments. If none of the Investors choose to subscribe to any Dilution Instruments or if the Investors agree to subscribe only to part of the Dilution Instruments, the Dilution Instruments (or the unsubscribed part thereof) may be offered by the Company the Existing Shareholders (“IndemnitorSecond Offer Notice”) By Notification to the Company within 15 (fifteen) Business Days after receipt of any lossthe Second Offer Notice, claim, damage, liability or action the Existing Shareholders may elect to subscribe the Dilution Instruments offered by the Company at the price and on the terms specified in respect the Second Offer Notice up to that portion of the Dilution Instruments which equals the Indemnitee intends proportion that the number of Shares held by each Shareholder electing to claim such indemnificationsubscribe to the Dilution Instruments bears to the aggregate number of Shares held by all Existing Shareholders, and the Indemnitor Company shall have issue the right Dilution Instruments accordingly. If the Dilution Instruments, or any of them, referred to participate inin the Second Offer Notice are not elected to be subscribed to by any of the Existing Shareholders, and, then such Dilution Instruments may be offered by the Company to any other party on the terms and conditions which are not more favourable than offered to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable Investors in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimOffer Notice.

Procedure. A party (the “Indemnitee”) that If any Indemnitee intends to claim indemnification under this Section 9 shall Article 8, the Indemnitee will promptly notify the other party (the “Indemnitor”) Palvella in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to Palvella will assume sole Control of the defense thereof with counsel mutually satisfactory selected by Palvella and reasonably acceptable to the partiesIndemnitee; provided, including however, that an Indemnitee will have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by Palvella would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. Palvella will have the right to control the defense of, and settle, dispose of or compromise any Claims for which it is providing indemnification under this Article 8; provided that the prior written consent of the Indemnitee on any terms the Indemnitor deems desirable (which will not be unreasonably withheld, delayed, or conditioned) will be required in the exercise event any such settlement, disposition or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor Palvella within a reasonable time after the commencement of any such action shall not affect or limit Indemnitoraction, to the extent prejudicial to Palvella’s duty ability to defend such action but shall action, will relieve Indemnitor Palvella of any liability to the Indemnitee solely under this Article 8, but the omission to the extent the Indemnitor is materially prejudiced by the delayso deliver notice to Palvella will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 8. At the Indemnitor’s request The Indemnitee under this Article 8, its employees, and expenseits agents, the Indemnitee shall will cooperate fully with the Indemnitor Palvella and its legal representatives in the investigation and defense of any action, claim or liability Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) The Party that intends to claim indemnification under this Section 9 Article (the "Indemnitee") shall promptly notify the other party indemnifying Party (the “"Indemnitor”") of or any loss, claim, damage, liability or action in with respect of to which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee whether or not such claim is rightfully brought; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms fees and expenses to be paid by the Indemnitor deems desirable in if Indemnitor does not assume the exercise defense, or if representation of its sole discretion, except that such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other person represented by such counsel in such proceedings. The indemnity agreement in this Article shall notnot apply to amounts paid in settlement of any loss, without the Indemnitee’s prior written consentclaim, settle any such claim damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, only if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. The Indemnitor shall not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interest of the Indemnitee without the express consent of the Indemnitee. The Indemnitee under this Article, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense investigations of any action, claim or liability covered by this indemnification indemnification. The Indemnitee shall keep the Indemnitor informed of any investigation and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against have the Indemnitee (or payable by right to review and comment on the Indemnitee pursuant to a settlement agreement entered into by conduct of the Indemnitor) in connection with such claiminvestigation.

Procedure. A party (the “Indemnitee”) The Party that intends to claim indemnification under this Section 9 Article (the "Indemnitee") shall promptly notify the other party indemnifying Party (the “"Indemnitor”") of or any loss, claim, damage, liability or action in with respect of to which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee whether or not such claim is rightfully brought; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms fees and expenses to be paid by the Indemnitor deems desirable in if Indemnitor does not assume the exercise defense, or if representation of its sole discretion, except that such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other person represented by such counsel in such proceedings. The indemnity agreement in this Article shall notnot apply to amounts paid in settlement of any loss, without the Indemnitee’s prior written consentclaim, settle any such claim damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, only if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. The Indemnitor shall not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interest of the Indemnitee without the express consent of the Indemnitee. The Indemnitee under this Article, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense investigations of any action, claim or liability covered by this indemnification indemnification. The Indemnitee shall keep the Indemnitor informed of any investigation and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against have the Indemnitee (or payable by right to review and comment on the Indemnitee pursuant to a settlement agreement entered into by conduct of the Indemnitor) in connection with such claim.investigation. CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 The Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claimliability, damage, liability expense, claim, demand, action, or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action, or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 11 to the extent Indemnitor is prejudiced by Indemnitee’s delay, but the omission of such notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 11. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that effects the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Section 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a Claim by a third party is made and a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall Article 8, the Indemnitee will promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee Indemnitee, or any of its subsidiaries, directors, officers, employees, shareholders, suppliers, distributors or subdistributors, intends to claim such indemnification, indemnification and the Indemnitor shall will have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle choice at its own expense. The indemnity agreement in this Article 8 will not apply to amounts paid in settlement of any such claim 9 Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend will relieve such action but shall relieve Indemnitor of any liability to the Indemnitee solely under this Article 8 only to the extent such failure is adversely prejudicial to its ability to defend such action. If the Indemnitor is materially prejudiced by fails to provide defense of the delay. At Claim or to diligently defend or settle the Indemnitor’s request and expensesame, the Indemnitee shall may defend or settle the Claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith. The Indemnitee may not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the providing prior written notice to the Indemnitor. The Indemnitee, its employees and agents, will cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject in the investigation of any Claim, in order to the Indemnitee’s fulfillment of its obligations under be covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If any Person (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 11.1, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) in writing promptly upon becoming aware of any lossdemand, claim, damageaction or proceeding that may result in Losses (each, liability or action in respect a “Claim”) (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of which its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall be entitled, by delivery of written notice to the Indemnitee intends within twenty (20) Business Days of the receipt of notice of a Claim, to claim assume and control the defense of such indemnificationClaim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided that the Indemnitor shall only be entitled to undertake, conduct and control such settlement or defense if it acknowledges, in writing, to the Indemnitee, its obligation to indemnify the Indemnitee pursuant to the terms and subject to the limitations of this Article 11. An Indemnitee may participate in the defense of such Claim through counsel of its choice, but the cost of such counsel shall be borne solely by the Indemnitee. If the Indemnitor does not assume the defense and control of any Claim pursuant to this Section 11.1(c), the Indemnitee shall be entitled to assume and control such defense through counsel of its own choice, and the reasonable fees and expenses incurred in connection with such defense shall be considered Losses hereunder with respect to the subject matter of such claim, indemnifiable to the extent provided in this Article 11. Notwithstanding any other provision of this Section 11.1(c) to the contrary, no Indemnitee shall be required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the Indemnitor and one or more Indemnitees. In such case, the Indemnitor shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the affected Indemnitees at the Indemnitor’s expense. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notIndemnitee’s interests, without the Indemnitee’s prior written consent of the Indemnitee, which consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the in each case, shall not be unreasonably withheld. The Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent shall reasonably cooperate with the Indemnitor assumes directly, at the Indemnitor’s expense and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice shall make available to the Indemnitor within a reasonable time after all pertinent information under the commencement control of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment , which information shall be the Confidential Information of its obligations under this Section 9.3the Indemnitee. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimMARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Procedure. A party Promptly after receipt by a Party entitled to indemnification hereunder (the “Indemnitee”) that intends of written notice of the assertion or the commencement of any Claim subject to claim indemnification under this Section 9 8, the Indemnitee shall promptly notify give written notice thereof to the other party Purchaser the Sellers, as applicable (the “Indemnitor”) ), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any third person commences any Proceeding against any Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, at its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any loss, claim, damage, liability or action in respect of which Proceeding if (i) the Indemnitee intends shall have one or more legal or equitable defenses available to claim it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such indemnificationinterests could be in conflict with those of the Indemnitor, (ii) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor, or (iii) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within 30 days of written notice of such Proceeding). If the Indemnitor shall assume the defense of any Claim, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall have not settle such Proceeding unless the right to participate in, and, to settlement shall include as an unconditional term thereof the extent giving by the Indemnitor so desires, to assume sole Control claimant or the plaintiff of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf a full and unconditional release of the Indemnitee on any terms from all liability with respect to the Indemnitor deems desirable in the exercise of its sole discretionmatters that are subject to such Proceeding and to which Indemnitee is entitled to indemnification hereunder, except that the Indemnitor or otherwise shall not, without have been approved reasonably by the Indemnitee’s prior written consent. For purposes of this Section 8(g), settle any such claim if such settlement contains all notices to be sent to a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only Seller shall be sent to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimAdministrative Agent.

Procedure. A party If a Xxxxxxxx Indemnitee or a Heat Indemnitee (the each an “Indemnitee”) that intends to claim indemnification under this Section 9 shall Article 7, it will promptly notify inform the other party indemnifying Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification. The Indemnitee will provide the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Indemnitor with reasonable assistance, at the Indemnitor’s expense, in connection with the defense of the Third Party Claim for which indemnity is being sought. The Indemnitee may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnitor shall will have the right to participate inassume and conduct the defense of the Third Party Claim with counsel of its choice. The Indemnitor will not settle any Third Party Claim without the prior written consent of the Indemnitee, andnot to be unreasonably withheld or delayed, to unless the extent settlement involves only the payment of money. So long as the Indemnitor so desiresis actively defending the Third Party Claim in good faith, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, will not settle any such claim if such settlement contains a stipulation Third Party Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Third Party Claim as provided above, (a) the Indemnitee may defend against, and consent to or admission or acknowledgment the entry of any liability judgment or wrongdoing on enter into any settlement with respect to the part of Third Party Claim in any manner the Indemnitee or imposes any obligation on may deem reasonably appropriate (and the Indemnitee other than a monetary obligationneed not consult with, or obtain any consent from, the Indemnitor in connection therewith), and only to the extent (b) the Indemnitor assumes directly, and will remain responsible to indemnify the Indemnitee as provided in full, such obligation and is able to fulfill such obligationthis Article 7. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty with respect to defend such action but shall a Third Party Claim will only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 7 if and to the extent the Indemnitor is materially actually prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimthereby.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall Article 7 shall: (i) promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnitee intends to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof, and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Indemnitor shall not settle any claim, suit or proceeding subject to this Article 7 or otherwise consent to an adverse judgment in such claim, suit or proceeding if the same materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. Notwithstanding the foregoing, the indemnity agreement in this Article 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action in respect if such settlement is effected without the consent of which the Indemnitee intends Indemnitor, to claim the extent such indemnificationconsent is not withheld unreasonably or delayed. Notwithstanding anything herein to the contrary, and the Indemnitor [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemntee shall have the right to participate inin any such claim, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof suit or proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and choosing at its own expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Loss in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor in such proceeding. The Indemnitor shall control the defense and/or settlement of any such Loss, and the indemnity agreement in this Article 11 shall not apply to amounts paid in connection with any Loss if such payments are made without the consent of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnitor, except that the Indemnitor which consent shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationnot be withheld unreasonably. The ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 11. At the Indemnitor’s request and expenserequest, the Indemnitee under this Article 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability Loss covered by this indemnification and provide full true, correct and complete information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3___________________ ***** VISTAGEN THERAPEUTICS, the Indemnitor shall pay any damagesINC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimWHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article IX (the “Indemnitee”) that intends shall give written notice thereof to claim the party from whom indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. If the Indemnitor, after written notice from Indemnitee, (a) fails within thirty (30) days after receipt of such notice to notify the Indemnitee (i) of its intent to defend against such Loss or Claim and (ii) that it irrevocably acknowledge its obligation to indemnify the Indemnitee pursuant to this Agreement for such Loss or Claim, or (b) after providing such notice fails to defend, contest, or otherwise protect against such Loss or Claim, or (c) after commencing to defend, contest or otherwise protect against such Loss or Claim fails to diligently continue to defend, contest or otherwise protect against the same, then in any such case the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, and, to but at the extent cost and expense of the Indemnitor. If the Indemnitor so desiresprovides the Indemnitee with the notice contemplated by this Section 9.4(a)(i) and (ii), then the Indemnitor may settle or compromise the entry of any judgment (x) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to assume sole Control of the defense thereof with counsel mutually such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (y) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect theretobusinesses. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.Execution Version CONFIDENTIAL TREATMENT REQUESTED

Procedure. A Unless and to the extent otherwise specifically provided herein, a party or any of its Affiliates (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, or liability arising out of any third party claim or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesof its own choosing; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor, in the opinion of an independent counsel chosen by both parties, would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. An Indemnitee shall not be entitled to indemnification under this Article 8 if any settlement or compromise of a third party claim is effected by the Indemnitee without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. An Indemnitee on shall not be entitled to indemnification with respect to any terms third party claim in an amount in excess of the amount which such third party has unequivocally and in writing agreed with the Indemnitor deems desirable it is willing to accept in the exercise settlement or compromise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationthird party claim. The failure by the Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect third party claim or limit action, if materially prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 8. At the Indemnitor’s request An Indemnitee, and expenseits employees, the Indemnitee agents and representatives, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party SuperGen Indemnitee or MGI Indemnitee, as the case may be, that intends to claim indemnification (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim indemnification under this Article 13. The Indemnitor shall have the sole right to control the defense and settlement of such indemnificationClaim; provided, and that the Indemnitor Indemnitee shall have the right to participate in, and, to in the extent defense or settlement of such Claim with counsel of its own choosing at its expense. The Indemnitor shall keep the Indemnitor so desires, to assume sole Control Indemnitee fully informed of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf progress of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim. The indemnity arrangement in this Article 13 shall not apply to amounts paid in settlement of any action with respect to a Claim, if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty with respect to a Claim, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13 but the omission so to deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 13. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification and provide full information with respect thereto. Subject to at the Indemnitee’s fulfillment expense of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.