Common use of Procedure Clause in Contracts

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any If an Indemnified Party seeking intends to claim indemnification under this Article VII 10, the Indemnified Party shall give written notify the Indemnifying Party of any Loss in respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall assume the defense thereof with counsel mutually satisfactory to the Parties. Notwithstanding the prior sentence, if CDS is the Indemnifying Party based on a claim for indemnification by Alimera, then Alimera agrees to use CDS’ counsel as common counsel to the extent the Parties’ interests are aligned; provided that if the Parties’ interests diverge after they have used common counsel of CDS’ choosing, the common counsel may continue to represent CDS and not be subject to disqualification on account of the common representation. The failure to deliver notice (a “Claim Notice”) to the Indemnifying Party within a reasonable time after the commencement of any such action, shall relieve such Indemnifying Party of liability to the Indemnified Party under Article 10 only to the extent that the delay adversely affects Indemnifying Party’s rights or ability to defend such claim or action, but the failure so to deliver notice to the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party otherwise than under Article 10. The Claim Notice Indemnified Party under Article 10 shall include a description provide reasonable assistance to the Indemnifying Party and its legal representatives, at the Indemnifying Party’s expense, in the investigation of any action, claim or liability covered by this indemnification. The Indemnifying Party shall additionally be liable to pay the reasonable detail of (i) the basis for, legal costs and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained attorneys’ fees incurred by the Indemnified Party in connection with such claimestablishing its claim for indemnity. In Except as provided in the event last sentence of this Section 10.3, the indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claimLoss if such settlement is effected without the consent of the Indemnifying Party, demandwhich consent shall not be withheld unreasonably or delayed. Indemnifying Party shall not, action without the written consent of Indemnified Party, settle or proceeding asserted against compromise any Indemnified Party by a third party Loss or consent to the entry of any judgment with respect to which such any Loss (a) that does not release Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party from all liability with respect to such Third Loss or (b) which may materially adversely affect Indemnified Party Claim or under which Indemnified Party would incur any obligation or liability, other than one as to the extent that the which Indemnifying Party is prejudiced by such failure of the Indemnified has an indemnity obligation hereunder. If Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party , within thirty ten (3010) days after receipt of receiving notice of a Loss or such notice shorter period as may be necessary for submitting or filing a response, fails to whether the Indemnifying Party will assume the defense of such Third Loss or fails to notify Indemnified Party Claim. If the Indemnifying Party assume the that is assuming such defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) assume the Indemnifying Party shall not agree to any defense, compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, Loss at the cost risk and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 9. In case any proceeding (including any governmental investigation) is instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 9, such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnifying PartyIndemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. The Claim Notice shall include a description in reasonable detail In any such proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the basis for, Indemnifying Party and nature of, the Indemnified Party will have mutually agreed to the retention of such claim, including the facts constituting the basis for such claim, and counsel or (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party in connection with and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such claimfees and expenses incurred pursuant to Section 9.1 or 9.2 will be reimbursed as they are incurred. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the The Indemnifying Party will not be obligated to indemnify the Indemnified Party liable for any settlement of any proceeding unless effected with respect to such Third Party Claim to the extent that the its written consent. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims to which the indemnity relates that are the subject matter of such Third Party Claimproceeding. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation Notwithstanding anything to the Indemnifying Party contrary in defending such Third Party Claim. If the Indemnifying Party elects not foregoing, with respect to assume any claim that is subject to the IP Indemnity Astellas shall have the right to control the defense of such Third Party Claim, claim. In no event shall Ironwood settle any claim that is subject to the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)IP Indemnity without Astellas’s prior written consent.

Procedure. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall given written notice thereof to the other party (the "Indemnitor") promptly (but in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, including a copy of all supporting documents relevant thereto. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party seeking indemnification to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, and provided further that in the event the Indemnified Party does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. After the payment to the Indemnified Party, the Indemnitor shall have no further liability with respect to such claim or proceeding and the Indemnified Party shall assume full responsibility to defend the same. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim or proceeding, the Indemnitor shall not be liable to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis paragraph for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been any legal or reasonably will be sustained other expenses subsequently incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defensethereof; provided, (x) however, that the Indemnified Party shall have the right to participate employ counsel to represent it if, in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which Indemnified Party's reasonable judgment, it is advisable for the Indemnified Party has not consented to be represented by separate counsel, and in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless that event the fees and expenses of such settlement or compromise includes only the payment of monetary damages which separate counsel shall be paid by the Indemnifying Party and includes a release Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within ten (10) days after receiving notice of the claim or proceeding from the Indemnified Party from all Liability (or such shorter time specified in respect the notice as the circumstances of such Third Party Claim. If requested by the Indemnifying Partymatter may dictate), the Indemnified Party will, at the cost and expense shall be free to dispose of the Indemnifying Partymatter, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying PartyIndemnitor (but subject to the Indemnitor's right subsequently to contest through appropriate proceedings its obligation to provide indemnification), provided that in any way which the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented deems in writing (which consent shall not be unreasonably withheld, conditioned or delayed)its best interest.

Procedure. Any Indemnified The Party seeking indemnification under Sections 10.1 or 10.2 (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party for such claim, unless the Indemnifying Party is prejudiced thereby. The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article VII 10. The Indemnifying Party shall give have the right, with the consent of the Indemnified Party to settle all indemnifiable matters under this Article 10 related to claims by Third Parties which are susceptible to being settled, provided that no such consent of the Indemnified Party is required if the Indemnified Party is not required to make any admission of liability or is not financially compromised as a result of the settlement. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such claim or legal proceeding. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (a “Claim Notice”which costs and expenses shall not be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may, at the Indemnifying Party’s reasonable expense, defend against such claim or litigation in such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection will cooperate reasonably with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of in its efforts to conduct or resolve such Third Party Claim. If the Indemnified Party fails matters, including by making available to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the relevant documents and witnesses. The Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to keep each other informed of all settlement negotiations with Third Parties and of the progress of any compromise or settlement to which the litigation with Third Parties. The Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by and the Indemnifying Party shall permit each other reasonable access to books and includes records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a release of the Indemnified Party from all Liability in respect of such claim by a Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will promptly notify the other Party in writing in the event it becomes aware of a Third Party claim, action or suit for which indemnification may be sought hereunder (provided that the failure to give such notice promptly will not prejudice the rights of an Indemnified Party, except to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party to defend the claim, action or suit). In the event that any Third Party claim, action or suit is instituted against a Party in respect of which indemnity may be sought pursuant to this Article 12, promptly after such Party (the “Indemnified Party”) notifies the other Party (the “Indemnifying Party”) in writing, the Indemnifying Party and the Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such claim, action or suit. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, action or suit, at the expense of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, In any such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give also have the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyretain its own counsel at its own expense. The Indemnifying Party shall notify not be liable for Losses or Third Party liabilities with respect to a claim, action or suit settled or compromised by the Indemnified Party within thirty (30) days after receipt of such notice as to whether without the Indemnifying Party will assume the defense Party’s prior written consent. No offer of such Third Party Claim. If the Indemnifying Party assume the defensesettlement, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) settlement or compromise by the Indemnifying Party shall not agree to any compromise or settlement to which be binding on an Indemnified Party without the Indemnified Party has not consented to in writing Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) ), unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of fully releases the Indemnified Party from all Liability in respect of without any liability, loss, cost or obligation to such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a “Third Party Claim”)claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this subsection shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claimaction, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume the control of such defense, (x) the Indemnified Party shall have control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the right to participate in Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to engage separate such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of its own choosing at its own cost more than one counsel in any one jurisdiction for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and expense the defense thereof and (y) shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at without the cost and expense prior written consent of the Indemnifying Indemnified Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in connection this Section 13.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within *** after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with such counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. In If the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party with respect to which does not undertake such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)defense, the Indemnified Party shall give control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense with counsel of its choice; provided, that, if the Indemnifying Party written notice within ten Business Days of receiving written notice assumes control of such Third Party Claim. If defense and the Indemnified Party fails to provide each such notice within such time periodin good faith concludes, based on advice from counsel, that the Indemnifying Party will not be obligated to indemnify and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of action, suit, proceeding or claim, the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to ’s counsels may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has without the Indemnifying Party’s written consent. The Indemnified Party shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to Upon the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been threat or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event filing of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice thereof and shall give information and reasonable assistance in the defense or settlement of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, and the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing to, at its own cost cost, handle and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume control the defense of such Third Party Claim, except as expressly provided herein; provided, however, that if the Indemnifying Party exercises its right to, at its own cost, handle and control the defense of a Third Party Claim, then the Indemnified Party may, at its own expense, retain such additional attorneys as it may assume deem necessary. The Indemnified Party’s attorneys will be permitted by the Indemnifying Party and their attorneys to reasonably observe the defense thereof at the expense of such Third Party Claim, and the Indemnifying Party shall keep such Indemnified Party informed of actions taken in respect thereof. The Indemnifying Party shall have the right, after consultation with the Indemnified Party, to resolve and settle any such Third Party Claim; provided that, in no event may the Indemnifying Party compromise or settle any such Third Party Claim in a manner which admits fault or negligence on the part of any Indemnified Party or includes injunctive relief or includes the payment of money or other property by any Indemnified Party or diminishes or has a material adverse effect on the rights or interests of any Indemnified Party without the prior written consent of each such Indemnified Party. If a settlement contains an absolute waiver of liability for the Indemnified Party, then the Indemnified Party’s consent shall be deemed given. Notwithstanding anything to the contrary, in the event that Receptos is the Indemnifying Party and AbbVie is the Indemnified Party with respect to a given Third Party Claim for which the reasonably foreseeable Losses exceed the resources of Receptos and its Affiliates (an “Exceptional Claim”), then AbbVie shall not agree handle and control the defense of such Exceptional Claim and shall have the right to any compromise or settlement resolve and settle such Exceptional Claim on terms acceptable to which AbbVie and with the consent of Receptos. Receptos shall remain the Indemnifying Party has for an Exceptional Claim in all other respects, including but not consented limited to with regard to liability for Losses; provided, however, that AbbVie shall have the right, but not the obligation, at its sole discretion, to elect to pay some, all, or none of the Losses incurred or rendered in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with an Exceptional Claim.

Procedure. Any (a) In order for an Indemnified Party seeking indemnification under this Article VII shall give written notice 8 (a an “Claim NoticeIndemnified Party”) to be entitled to any indemnification provided for under this Agreement, the Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party under this Article 8 (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of the failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Claim Notice Indemnifying Party shall include a description in reasonable detail control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified Party shall control choice of (i) the basis forcounsel, staffing, and nature ofall decisions to be made with the litigation. (b) If the indemnification sought pursuant hereto involves a claim made by a non-party against the Indemnified Party (a “Non-Party Claim”), such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably Indemnifying Party will be sustained entitled to participate in the defense of such Non-Party Claim and, if it so chooses, to assume the defense of such Non-Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Non-Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give If the Indemnifying Party written notice within ten Business Days of receiving written notice of assumes such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time perioddefense, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to control such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partydefense. The Indemnifying Party shall notify will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party within thirty (30) days after receipt of such notice as to whether for any period during which the Indemnifying Party will assume has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of such Third the Non-Party ClaimClaim as provided above). If the Indemnifying Party assume chooses to defend or prosecute a Non-Party Claim, all of the defense, (x) parties hereto will cooperate in the Indemnified Party shall have defense or prosecution thereof. Such cooperation will include the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense retention and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by upon the Indemnifying Party, ’s request) the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation provision to the Indemnifying Party in defending of records and information, which are reasonably relevant to such Third Non-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party elects chooses to defend or prosecute any Non-Party Claim, the Indemnifying Party will seek the approval of the Indemnified Party (not to assume be unreasonably withheld) to any settlement, compromise or discharge of such Non-Party Claim the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Non-Party Claim. Whether or not the Indemnifying Party will have assumed the defense of such Third a Non-Party Claim, the Indemnified Party may assume the defense thereof at the expense of will not admit any liability with respect to, or settle, compromise or discharge, such Non-Party Claim without the Indemnifying Party’s prior written consent). The Indemnifying Party shall reimburse upon demand, provided that all reasonable costs and expenses incurred by the Indemnified Party shall not agree to any compromise in cooperation with the defense or settlement to which prosecution of the Indemnifying Non-Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Claim.

Procedure. Any Indemnified Party seeking indemnification (a) In order for an indemnified party under this Article VII shall give written notice 7 (a an “Claim NoticeIndemnified Party”) to be entitled to any indemnification provided for under this Agreement, such Indemnified Party shall, promptly following the discovery of the matters giving rise to any Loss, notify the indemnifying party under this Article 7 (the “Indemnifying Party”) in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail , within five Business Days after the Indemnified Party’s receipt of (i) the basis forsuch request, all information and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or documentation reasonably will be sustained requested by the Indemnified Indemnifying Party in connection with respect to such claim. In Loss. (b) If the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Indemnifying Party shall give be entitled to participate in the Indemnifying Party written notice within ten Business Days of receiving written notice defense of such Third Party Claim. If the Indemnified Party fails Claim and, if it so chooses, to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assume the assumes such defense, (x) the Indemnified Party shall have the right to participate in such the defense thereof and to engage separate counsel of its own choosing employ counsel, at its own cost and expense and (y) expense, separate from the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in defending such which the Indemnified Party shall have failed to give notice of the Third Party ClaimClaim as provided above). If the Indemnifying Party elects not chooses to assume defend or prosecute a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may assume recommend and which by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (ii) includes a full release in favor of the Indemnified Party with respect to the Third Party Claim, does not include any admission of liability and contains reasonable provisions maintaining the confidentiality of the settlement, compromise or discharge, and (iii) does not impair the rights of the Indemnified Party. Whether or not the Indemnifying Party shall have assumed the defense thereof at the expense of the Indemnifying Partya Third Party Claim, provided that the Indemnified Party shall not agree to admit any liability with respect to, or settle, compromise or settlement to which discharge, such Third Party Claim without the Indemnifying Party has not consented in writing (Party’s prior written consent, which consent shall will not be unreasonably withheld, conditioned withheld or delayed).

Procedure. Any Indemnified The Party seeking indemnification under this Article VII (individually, the “Indemnified Party”), shall give written notice promptly notify the other Party (a the “Claim NoticeIndemnifying Party”) to in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party. The Claim Notice shall include a description in reasonable detail , at its option and expense, to assume the complete defense of such Claim, provided that (i) the basis forIndemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld or delayed; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of Indemnifiable Losses that have been the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or reasonably will enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be sustained liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof at the request of the Indemnifying Party. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party As to those Claims with respect to which such Indemnified the Indemnifying Party may claim indemnification under Section 7.1 (a “Third Party Claim”)does not elect to assume control of the defense, the Indemnified Party shall give will afford the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right an opportunity to participate in such defense and to engage separate counsel of its own choosing at its the Indemnifying Party’s own cost and expense expense, and (y) the Indemnifying Party shall will not agree to settle or otherwise dispose of any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by same without the Indemnifying Party, the Indemnified Party will, at the cost and expense consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A party claiming indemnification under this Article VII shall give written notice VIII (a the “Claim NoticeAsserting Party”) must promptly notify in writing the party from which indemnification is sought (the “Defending Party”) of the nature and basis of such claim for indemnification. If such claim relates to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been litigation or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, other action or proceeding asserted against any Indemnified Party by a third third-party with respect to which such Indemnified Party may claim indemnification under Section 7.1 against Asserting Party, (a “Third Third-Party Claim”), Defending Party may elect to assume the Indemnified Party shall give defense of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Third-Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days promptly after receipt of such the notice as referred to whether above at its own expense with counsel selected by Defending Party and reasonably satisfactory to Asserting Party; provided, however, that the Indemnifying Defending Party will may not assume the defense of such Third Party Claim unless (i) the Defending Party gives written notice to the Asserting Party within fifteen (15) days of receipt of the claim notice that the Defending Party will indemnify the Asserting Party from and against the entirety of any and all Losses the Asserting Party ultimately suffers resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only claims for monetary damages and does not seek an injunction or other equitable relief against the Asserting Party, (iii) the Asserting Party reasonably concludes, based upon advice of counsel that a conflict does not exist between the Asserting Party and the Defending Party in connection with the defense of the Third Party Claim, (iv) the Third Party Claim does not relate to or otherwise arise in connection with taxes, any criminal or regulatory enforcement action or otherwise involve a claim by a governmental authority, (v) settlement of, an adverse judgment with respect to or the Defending Party’s conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Asserting Party, likely to be adverse to the Asserting Party’s reputation or continuing business interests (including the Asserting Party’s relationships with current or potential customers, suppliers, payors, Tenant or other parties material to the conduct of the business of the Asserting Party) and (vi) the Defending Party conducts the defense of the Third Party Claim actively and diligently and in good faith. If Defending Party assumes the Indemnifying defense of the Third-Party assume the defenseClaim and diligently defends such Third-Party Claim, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Defending Party shall not agree be liable for any fees and expenses of counsel for Asserting Party incurred thereafter in connection with the Third-Party Claim. To the extent required by applicable law, the Asserting Party shall act reasonably and in good faith in an effort to mitigate any compromise Loss for which it is entitled to indemnification. Failure of the Asserting Party to promptly notify the Defending Party of a claim hereunder shall not waive the rights of the Asserting Party to indemnification hereunder, except to the extent that the Defending Party can demonstrate actual material loss or settlement to which prejudice as a result of such failure or delay. Defending Party shall not settle any Third Party Claim without the Indemnified Party has not consented to in writing (written consent of the Asserting Party, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII Section 9.1 (an “Indemnified Party”) shall give prompt written notice notification to the Party from whom indemnification is sought (a the “Claim NoticeIndemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the Indemnifying Party. The Claim Notice shall include assertion of any such claim by a description in reasonable detail of Third Party (i) it being understood and agreed, however, that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the an Indemnified Party in connection with such claim. In the event to give notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party claim as provided in this subsection shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claimaction, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume the control of such defense, (x) the Indemnified Party shall have control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the right to participate in Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to engage separate such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of its own choosing at its own cost more than one counsel in any one jurisdiction for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and expense the defense thereof and (y) shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at without the cost and expense prior written consent of the Indemnifying Indemnified Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any (a) If any party shall seek indemnification with respect to any Loss or potential Loss arising from a claim asserted by a third party (including a notice of Tax audit or request to waive or extend a statute of limitations applicable to any Tax) for which such party seeking indemnification (the "Indemnified Party seeking Party") is entitled to indemnification under this Article VII VIII, then the Indemnified Party shall give written notice promptly notify the other party (a “Claim Notice”) to the "Indemnifying Party. The Claim Notice shall include a description ") in reasonable detail writing; provided, however, that no delay on the part of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give notifying the Indemnifying Party written (except to the extent notice within ten Business Days is not delivered prior to the expiration of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, applicable expiration provision contained in Section 8.1) shall relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim from any obligation hereunder unless (and then solely to the extent that that) the Indemnifying Party is prejudiced by such failure thereby. (b) An Indemnifying Party will have the right to defend the Indemnified Party against the claim with counsel of its choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing, within ten (10) days after the Indemnified Party has given notice of the claim, that the Indemnifying Party will satisfy its indemnification obligations to the extent required under this Article VIII, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, (iii) the claim involves only money damages and does not seek injunctive or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the claim is not, in the reasonable and good faith judgment of the Indemnified Party. The Indemnifying Party shall notify , likely to establish a precedential custom or practice or result in an outcome that is materially adverse to the continuing business interests of the Indemnified Party within thirty and (30v) days after receipt of such notice as to whether the Indemnifying Party will assume conducts the defense of such Third Party Claimthe claim actively, diligently and completely. If So long as the Indemnifying Party assume is conducting the defensedefense of the claim in accordance with this Section 8.5(b), (x) the Indemnified Party shall have the right to may participate in the defense of the claim through separate co-counsel, but the retention of any such defense and to engage separate counsel of its own choosing shall be at its own the sole cost and expense and (y) of the Indemnified Party; provided, however, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party shall not agree to any compromise or settlement to which and the Indemnified Party and the Indemnified Party has not consented to been advised in writing (which consent shall not by counsel that there may be unreasonably withheld, conditioned one or delayed) unless more legal defenses available to such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party that are different from all Liability in respect of such Third Party Claim. If requested by or additional to those available to the Indemnifying Party, the Indemnified Party willshall be entitled, at the cost Indemnifying Party's cost, risk and expense expense, to separate counsel of its own choosing, (y) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldwithheld or delayed and (z) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party, conditioned which consent shall not be unreasonably withheld or delayed. (c) In the event any of the conditions of Section 8.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) subject to Section 8.4, the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the claim (including attorneys' fees and expenses reasonably incurred), and (iii) the Indemnifying Party will remain responsible to indemnify the Indemnified Party to the extent required under this Article VIII. (d) The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim, shall provide access to the counsel, accountants, and other Representatives of each party during normal business hours and with prior notice to all properties, personnel, books, tax records, Contracts, commitments and all other business records of such other party and will furnish to such other party at such other party's sole expense copies of all documents as may reasonably be requested (certified if requested).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted a claim by a Third Party against any Indemnified Party by a third party with respect Person entitled to which such Indemnified Party may claim indemnification under Section 7.1 this Agreement (a in such capacity, the “Third Party ClaimIndemnified Party”), the Indemnified Party shall promptly notify the other Party (or the Foundation) (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 17.3 shall not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such Third Party Claimfailure to give prompt notice). If the Indemnified Party fails to provide each Within [**] days after delivery of such notice within such time periodnotification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. If the Indemnifying Party does not be obligated to indemnify undertake such defense, the Indemnified Party shall control such defense. The Party (or the Foundation, as applicable) not controlling such defense shall cooperate with the other Party (or the Foundation, as applicable) and may, at its option and expense, participate in such defense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim to the extent that action, suit, proceeding or claim, the Indemnifying Party is prejudiced by shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. The Party (or the Foundation, if applicable) controlling such failure defense shall keep the other Party (or the Foundation, as applicable) advised of the Indemnified Partystatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party (or the Foundation, as applicable) with respect thereto. The Indemnifying Party shall notify not be liable for any litigation costs or expenses incurred by the Indemnified Party within thirty (30) days after receipt of such notice as to whether without the Indemnifying Party will assume the defense of such Third Party ClaimParty’s written consent. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not settle any such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to Party, which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only conditioned. Without the payment prior written consent of monetary damages which shall be paid by the Indemnified Party, the Indemnifying Party shall not settle any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking (a) The person intending to claim indemnification under this Article VII shall give written notice Section 10 (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) which the basis forIndemnified Party intends to claim such indemnification, and nature of, such claim, including the facts constituting a reasonable explanation of the basis for such claim, the Claim and (ii) the estimated amount of Indemnifiable alleged Losses that have been to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or reasonably will be sustained by deficiency on the part of the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, so notifying the Indemnifying Party will not be obligated to indemnify relieve the Indemnified Indemnifying Party with respect to such Third Party Claim of any liability or obligation under this Agreement except to the extent that the Indemnifying Party is prejudiced has suffered actual prejudice directly caused by such failure of the Indemnified Party. delay or other deficiency.) The Indemnifying Party shall notify assume the Indemnified Party within thirty (30) days after receipt of defense thereof whether or not such notice as to whether Claim is rightfully brought; provided, however, that if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume assumes the defense, (x) the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such defense and to engage separate counsel of its own choosing employed by the Indemnified Party shall be at its own the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and (y) the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall not agree fail to any compromise or settlement to which assume the defense of and reasonably defend such Claim, the Indemnified Party has shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. (b) The Indemnifying Party shall not consented be liable for the indemnification of any Claim settled (or resolved by consent to in writing the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless such settlement (i) there is no finding or compromise includes only admission of any violation of law or any violation of the payment lights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (ii) the sole relief provided is monetary damages which shall be that are paid in full by the Indemnifying Party and includes a release of such settlement does not require the Indemnified Party to take (or refrain from all Liability in respect taking) any action. (c) Regardless of such Third Party Claimwho controls the defense, the other party hereto shall reasonably cooperate m the defense as may be requested. If requested by the Indemnifying PartyWithout limitation, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in defending such Third Party the investigations of any Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party (a) Following the discovery of any facts or conditions which could reasonably be expected to give rise to either Buyer’s Damages or the Sellers’ Damages, the party seeking indemnification under this Article VII shall give Section 14 (the “Indemnified Party”) shall, within thirty (30) days thereafter, provide written notice (a “Claim Notice”) to the party from whom indemnification is sought (the “Indemnifying Party. The Claim Notice shall include a description ”), specifying the factual basis of the claim in reasonable detail of (i) to the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained extent then known by the Indemnified party seeking indemnification (“Indemnification Notice”); provided that the failure to give such notice in such time period shall not relieve the Indemnifying Party in connection with of its obligations except to the extent it can show prejudice from such claim. In the event of any claim, demand, action or proceeding asserted against failure. (b) If any Indemnified Party by receives notice of any matter involving a third party with respect which, if sustained, could give rise to which such Indemnified Party may a claim for indemnification under Section 7.1 hereunder (a “Third Party Claim”), the Indemnified Party shall give within the time specified in Section 14.05(a) above, provide written notice to the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If matter setting forth with reasonable specificity the facts and circumstances as to which such party has received notice; provided, however, that the Indemnified Party fails shall in any event give written notice to provide each such notice the Indemnifying Party within such period of time periodas shall be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided further, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (c) Within ninety (90) days after the notice described in Section 14.05(b) above is received from the Indemnified Party, or such shorter period as is required to avoid prejudice in any claim, suit or proceeding, the Indemnifying Party will not be obligated shall have the right to indemnify assume and thereafter conduct the Indemnified Party with respect to such defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the extent Indemnified Party; provided, however, that the Indemnifying Party is prejudiced by such failure must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; provided further, however, that the Indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages, resolves the claim entirely, and does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseParty, (x) the Indemnified Party at its option and expense, shall have the right to participate in such any defense and to engage separate undertaken by the Indemnifying Party with legal counsel of its own choosing at its own cost selection. (d) Unless and expense and (y) until the Indemnifying Party shall not agree to any compromise or settlement to which assumes the defense of the Third Party Claim as provided in Section 14.05(c) above, the Indemnified Party has not consented may defend against the Third Party Claim in any manner it reasonably deems appropriate. (e) In no event shall the Indemnified Party consent to in writing the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (f) unless The Indemnified Party and the Indemnifying Party may agree in writing, at any time, as to the existence and amount of a Third Party Claim, and, upon the execution of such settlement or compromise includes only the payment of monetary damages which agreement, such Third Party Claim shall be paid deemed established. (g) The Indemnified Party shall provide all information and assistance reasonably requested by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such order to evaluate any Third Party Claim. If requested by the Indemnifying PartyClaim and affect any defense, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement thereof. (h) The provisions of this Section 14.05 shall apply to which the Indemnifying Party has conduct of any Tax Contest only to the extent they do not consented conflict with the provisions set forth in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Section 11.03.

Procedure. Any A Party (the "Indemnified Party seeking Party") which intends to claim indemnification under this Article VII 12, shall give written notice promptly notify the other Party (a “Claim Notice”) to the "Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i") the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party Claim with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of intends to claim such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyindemnification. The Indemnifying Party shall notify have the Indemnified Party within thirty (30) days after receipt of such notice as right to whether the Indemnifying Party will assume the defense of such Third Party Claim. If Claim with counsel selected by the Indemnifying Party assume the defenseParty; PROVIDED, (x) HOWEVER, that the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing at its own cost counsel and expense the fees and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which expenses shall be paid by the Indemnifying Party and includes a release only if representation of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the counsel retained by the Indemnifying Party, Party would be inappropriate due to actual or potential differing interests between the Indemnified Party will, at and any other party represented by such counsel in such proceedings. The indemnity obligations under this Article 12 shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the cost and expense consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldwithheld unreasonably. The failure of the Indemnified Party to promptly notify the Indemnifying Party of a potential Claim shall not constitute a waiver of, conditioned or delayed)result in the loss of, such Party's right to indemnification under this Section 12.3, except to the extent that the Indemnifying Party's rights and/or its ability to defend such Claim is prejudiced by the Indemnified Party's failure to notify the Indemnifying Party of such Claim within a reasonable time after the commencement of any action. The Indemnifying Party may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the Indemnified Party without the express written consent of the Indemnified Party, which consent shall not be withheld unreasonably. The Indemnified Party, its employees and agents, shall cooperate fully with the Indemnified Party and its legal representatives in the investigation of any Claim covered by this indemnification.

Procedure. Any Indemnified The Party seeking intending to claim indemnification under this Article VII shall give written notice IX (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by which the Indemnified Party in connection with intends to claim such claim. In indemnification, and the event of any claimIndemnifying Party shall assume the defense thereof using defense counsel reasonably acceptable to the Indemnified Party; provided, demandhowever, action or proceeding asserted against any Indemnified that if the Indemnifying Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)assumes the defense, the Indemnified Party shall give have the right to employ counsel separate from counsel employed by the Indemnifying Party written notice within ten Business Days of receiving written notice in any such action and to participate in the defense thereof, but the fees and expenses of such Third Party Claim. If counsel employed by the Indemnified Party fails shall be at the sole cost and expense of the Indemnified Party unless the named parties to provide each such notice within such time periodany action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. (Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will not be obligated relieve the Indemnifying Party of any liability or obligation under this Agreement except to indemnify the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) If the Indemnifying Party shall fail to assume the defense of and reasonably defend such Claim, the Indemnified Party with respect shall have the right to retain or assume control of such Third Party Claim to the extent that defense and the Indemnifying Party is prejudiced shall pay (as incurred and on demand) the fees and expenses of counsel retained by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in settle such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) Claim; provided, that the Indemnifying Party shall not agree to any compromise or settlement to which obtain the Indemnified Party has not consented to in writing prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless such settlement (a) there is no finding or compromise includes only admission of any violation of law or any violation of the payment rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit negligence, fault or culpability, no requirement that the Indemnified Party take (or refrain from taking) any action and no adverse effect on any other claims that may be made by or against the Indemnified Party and (b) the sole relief provided is monetary damages which that are paid in full by the Indemnifying Party. Regardless of who controls the defense, the other Party shall reasonably cooperate in the defense as may be paid by requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and includes a release of its legal representatives in the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost investigation and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party any Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Promptly after the discovery by the Party seeking indemnification under this Article VII shall give written notice Section 6.2 or 6.3 herein (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis forany Loss, and nature of, such claimclaim or breach, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party with respect to which such Indemnified Third Party may claim indemnification under Section 7.1 (a “Third Party Claim”)) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, shall relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim of any liability or obligation hereunder, except to the extent that the Indemnifying Party is has been prejudiced by thereby, and then only to such failure extent. The Indemnifying Party, upon request of the Indemnified Party. The , shall assume the defense of the Third Party Claim and retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnifying Party and the Indemnifying Party shall notify pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party within thirty (30) days after receipt shall have the right to retain its own counsel, but the fees and expenses of such notice as counsel shall be at the expense of the Indemnified Party unless (a) the Parties shall have mutually agreed to whether the retention of such counsel, (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party will assume has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the The Indemnifying Party shall not agree to be liable for any compromise or settlement to which the Indemnified Party has not consented to in writing of any proceeding unless affected with its written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates with respect to the Compound, Product, or any of the Purchased Assets, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) any monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or reimbursed by the Indemnifying Party. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Procedure. (a) Any Person to seeking indemnification provided for under this ARTICLE XI (an “Indemnified Party”) in respect of, arising out of or involving a claim made by any Person (other than a party hereto) against an Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), shall promptly notify the indemnifying Party in writing of the Third Party Claim stating the amount of the Loss claimed, if known, and method of computation thereof, the facts and circumstances giving rise to such claim in reasonable detail, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed to arise within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim (or sooner, to the extent the nature of the Third Party Claim requires a response in a shorter period of time); provided, that failure to give such notice shall not affect the right to indemnification provided hereunder except to the extent the indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying Party, as promptly as reasonably practicable following such Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by such Indemnified Party written notice within ten Business Days of receiving written notice of such relating to the Third Party Claim. . (b) If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such a Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the made against an Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified indemnifying Party will, shall be entitled at the its election and its cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party ClaimClaim with counsel selected by the indemnifying Party; provided, that, should, following any such election, the indemnifying Party determine that it will contest its obligation to indemnify the Indemnified Party, it may do so only if the cessation of its control of the defense can be effected in a manner that does not materially prejudice the Indemnified Party’s ability to conduct a defense of such matter. If the indemnifying Party assumes such defense, the Indemnified Party may assume shall ​ ​ nonetheless have the right to employ counsel separate from the counsel employed by the indemnifying Party; provided, that the indemnifying Party shall not be liable to such Indemnified Party for any fees of such separate counsel with respect to the defense thereof at of such Third Party Claim, unless the expense employment and reimbursement of such separate counsel is authorized by the indemnifying Party in writing. If the indemnifying Party does not assume such defense, and for any period during which the indemnifying Party has not assumed such defense, the indemnifying Party shall be liable for the reasonable fees and expenses of one (1) single counsel (in addition to reasonable fees and expenses of local counsel required in jurisdictions not central to the Third Party Claim) employed (and reasonably acceptable to the indemnifying Party) by such Indemnified Party (which reasonable fees and expenses shall be considered Losses for purposes of this Agreement). If the indemnifying Party chooses to defend a Third Party Claim or prosecute a claim in connection therewith, each Indemnified Party shall provide all cooperation as is reasonably requested by the indemnifying Party in such defense or prosecution. (c) Notwithstanding anything to the contrary in this Section 11.5, no party may settle, compromise or discharge (and in doing so, make any reasonable admission of liability with respect to) such Third Party Claim other than for money damages only without the prior written consent of the Indemnifying other party, subject to such party paying or causing to be paid all amounts arising out of such settlement or obtaining and delivering to such other party, prior to the execution of such settlement, a general release prepared and executed by all Persons bringing such Third Party Claim. (d) An indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if the Third Party Claim (A) relates to or arises in connection with any criminal proceeding, (B) seeks an injunction or other equitable relief against any Indemnified Party, or (C) if unsuccessful, would reasonably be expected to exceed the cap applicable to such a claim in Section 11.4(c) of this Agreement. (e) In the event an Indemnified Party has a claim against an indemnifying Party under Sections 11.2 or 11.3 that does not involve a Third Party Claim, such Indemnified Party shall deliver notice of such claim to the indemnifying Party stating the amount of the Loss, if known, and method of computation thereof, the facts and circumstances giving rise to such claim in reasonable detail and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed to arise, within ten (10) Business Days of becoming aware of the facts or circumstances giving rise to such claim; provided, that failure to give such notice shall not affect the indemnification provided that hereunder except to the extent the indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnified Party and the indemnifying Party shall, for a period of not less than twenty (20) Business Days following receipt by the indemnifying Party of the notice of such claim, negotiate, in good faith, to resolve the claim, and such Indemnified Party shall not agree commence Proceedings with respect to any compromise or settlement such claim prior to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).end of such period. ​ ​

Procedure. Any If a Party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, the Indemnified Party seeking shall: (a) inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Article VII shall Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give written notice notice); (a “Claim Notice”b) permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party so long as (I) such claim solely involves monetary consideration and (II) the Indemnifying Party agrees (as between the Parties) to assume sole responsibility for such claim; and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Claim Notice If the Indemnifying Party does not assume control of such defense within fifteen (15) days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall include a description in reasonable detail of (i) control such defense and, without limiting the basis forIndemnifying Party’s indemnification obligations, and nature of, such claimthe Indemnifying Party shall reimburse the Indemnified Party for all costs, including the facts constituting the basis for such claimreasonable attorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such notice as to whether defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnifying other Party will assume advised of the status of such action, suit, proceeding or claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not agree to any settlement of such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. (a) Any Indemnified Party Person seeking indemnification under this Article VII Section 9 shall give written notice to a party obligated to provide indemnity hereunder (a the “Claim NoticeIndemnifying Party”) to ). If the Indemnifying Party. The Claim Notice shall include a description Party does not notify the Indemnified Person in reasonable detail writing within ten (10) Business Days from receipt of (i) such claim that the basis for, and nature of, Indemnifying Party disputes such claim, including the facts constituting the basis for such claim, Indemnifying Party shall be deemed to have accepted and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection agreed with such claim. In the event of any claim, demand, action or proceeding Action asserted against any an Indemnified Party Person by a third party with respect to upon which such the Indemnified Party Person may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnification, the Indemnified Party Person shall give the Indemnifying Party written Party(ies) notice in writing within ten (10) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodasserted Action and, thereafter the Indemnifying Party will not be obligated shall give written notice to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of Person within ten (10) Business Days after receipt from the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt Person of such notice as to of claim or demand, indicating whether the Indemnifying Party will intends to assume the defense of such Third claim or demand, and if the Indemnifying Party Claimintends to assume the defense of such claim or demand, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim or demand. If the Indemnifying Party assume assumes the defense, (xi) the Indemnified Party Person shall have the right to participate in any such defense and to engage employ separate counsel of its own choosing at its own cost and expense expense; provided, however, if there is a potential conflict of interest between the interest of the Indemnified Person and the Indemnifying Party, the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party, (yii) the Indemnifying Party shall promptly keep the Indemnified Person reasonably informed of material developments in such claim or demand at all stages thereof and (iii) the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party Person has not consented to in writing (writing, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the ten (10) Business Day period, or otherwise fails to continue the defense of such Third Party Claimthe Indemnified Person reasonably and in good faith, the Indemnified Party Person may assume the defense thereof at the expense of the Indemnifying Party, provided that and a recovery against the Indemnified Person suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party. (b) Notwithstanding the provisions of Section 9.3(a), in the case of any indemnification under this Agreement in respect of any withholding Tax obligation of an Indemnified Person, the applicable Indemnified Person shall control the relevant audit or other proceeding in respect of such withholding Tax obligation, shall keep the Indemnifying Party shall not reasonably informed of such audit or proceeding, and such Indemnified Person may agree to any compromise or settlement to in such respect, which shall be conclusive in such Indemnified Person’s favor against the Indemnifying Party has not consented unless the Indemnifying Party reasonably objected to such compromise or settlement following notice of such Indemnified Person’s intention to make such a compromise and/or settlement in writing such respect (which consent provided, however, that any final determination in respect of any withholding Tax obligation of an Indemnified Person by the competent PRC State Administration of Taxation shall not nonetheless be unreasonably withheld, conditioned or delayedconclusive in such Indemnified Person’s favor against the Indemnifying Party).

Procedure. Any (i) Each Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall include a description in reasonable detail permit the Indemnifying Party to assume the defense of (i) any such claim and any litigation resulting therefrom, provided that counsel for the basis for, and nature of, Indemnifying Party who conducts the defense of such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been claim or reasonably will any litigation resulting therefrom shall be sustained approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in connection with such claim. In defense at such party’s expense, and provided further that the event failure of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party give notice as provided herein shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its obligations under this Section 7 unless and only to the extent that the Indemnifying Party is materially prejudiced by such failure of thereby. Notwithstanding the Indemnified Party. The Indemnifying Party shall notify foregoing sentence, the Indemnified Party within thirty (30) days after receipt may retain its own counsel to conduct the defense of any such notice as claim or litigation, and shall be entitled to whether be reimbursed by the Indemnifying Party will for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such Third Party Claim. If claim or litigation within 60 days after the Indemnifying Party assume the defense, (x) receives notice thereof from the Indemnified Party. Further, any Indemnifying Party shall have the right to participate be liable for amounts paid in settlement of any such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) claim or obligation only if the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to consents in writing to such settlement (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim). If requested by the No Indemnifying Party, in the defense of any such claim or litigation, shall (except with the consent of each Indemnified Party) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party will, at of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the cost and expense of the Indemnifying Party, provide reasonable cooperation to the claim in question as an Indemnifying Party may reasonably request in defending such Third Party Claim. If the Indemnifying Party elects not to assume writing and as shall be reasonably required in connection with the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)claim and litigation resulting therefrom.

Procedure. Any Indemnified Party seeking All claims for indemnification shall be asserted and resolved as follows: (a) An Indemnitee shall promptly give the Indemnitor notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Article VII Agreement, stating the amount of the Damages, if known, and method of computation thereof, all with reasonable particularity, and stating with particularity the nature of such matter. Failure to provide such notice shall give written notice (a “Claim Notice”) not affect the right of an Indemnitee to indemnification except to the Indemnifying Party. The Claim Notice extent such failure shall include a description have resulted in reasonable detail of (i) liability to the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses Indemnitor that actually could have been or reasonably will be sustained by avoided had such notice been provided within the Indemnified Party in connection with such claim. In the event required time period. (b) The obligations and liabilities of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party an Indemnitor with respect to which such Indemnified Party may claim Damages arising from claims of any third party that are subject to the indemnification under Section 7.1 provided for in this Article VI (a “"THIRD PARTY CLAIMS") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnitee receives notice of any Third Party Claim”), the Indemnified Party Indemnitee shall give the Indemnifying Party written notice within ten Business Days of receiving written Indemnitor prompt notice of such Third Party Claim. If Claim and the Indemnified Party fails to provide each such notice within such time periodIndemnitor may, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will at its option, assume and control the defense of such Third Party ClaimClaim at the Indemnitor's expense and through counsel of the Indemnitor's choice reasonably acceptable to the Indemnitee. If the Indemnifying Indemnitor assumes the defense against any such Third Party assume Claim as provided above, the defense, (x) the Indemnified Party Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability, shall cooperate with the Indemnitor in such defense and will use commercially reasonable efforts to engage separate counsel of make available on a reasonable basis to the Indemnitor all witnesses, pertinent records, materials and information in its own choosing at possession or under its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid control relating thereto as reasonably required by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party ClaimIndemnitor. If the Indemnifying Party elects Indemnitor does not elect to assume conduct the defense of against any such Third Party Claim, the Indemnified Indemnitor shall pay all reasonable costs and expenses of such defense as incurred and shall cooperate with the Indemnitee (and be entitled to participate) in such defense and will use commercially reasonable efforts to make available to it on a reasonable basis all such witnesses, records, materials and information in its possession or under its control relating thereto as reasonably required by the Indemnitee. Except for the settlement of a Third Party Claim that involves the payment of money only and for which the Indemnitee is totally indemnified by the Indemnitor, no Third Party Claim may assume be settled without the defense thereof at the expense written consent of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Indemnitee.

Procedure. Any Indemnified Promptly after the discovery by the Party seeking indemnification under this Article VII shall give written notice Section 6.2 or Section 6.3 herein (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis forany Loss, and nature of, such claimclaim or breach, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party with respect to which such Indemnified Third Party may claim indemnification under Section 7.1 (a “Third Party Claim”)) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, shall relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim of any liability or obligation hereunder, except to the extent that the Indemnifying Party is has been prejudiced by thereby, and then only to such failure of the Indemnified Partyextent. The Indemnifying Party shall notify assume the defense of the Third Party Claim and retain reputable counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of such notice as to whether represent the Indemnifying Party will assume and the Indemnifying Party shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Parties shall have mutually agreed to the retention of such counsel, (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the The Indemnifying Party shall not agree to be liable for any compromise or settlement to which the Indemnified Party has not consented to in writing of any proceeding without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) any monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or reimbursed by the Indemnifying Party.

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Procedure is instituted against a Party with respect to which indemnity may be sought pursuant to Section 8.1.1 or 8.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice that the Indemnified Party seeking indemnification under this Article VII shall give receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice (a “Claim Notice”) will relieve the Indemnifying Party of liability to the Indemnified Party under Section 8.1.1 or 8.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 8.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party Party’s prior written consent, which will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages awards for which shall be paid by the Indemnifying Party and includes a release of the will be fully-responsible. The Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, provided that the Indemnified Party shall not agree to any compromise or settlement to which at the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Party’s cost and expense.

Procedure. Any Indemnified Party seeking indemnification under this Article VII Section 8 shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claimParties. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 8.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party Parties written notice within ten twenty (20) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party Parties will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party Parties’ ability to defend is prejudiced by such failure of the Indemnified Party. The Indemnifying Party Parties shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the any Indemnifying Party will assume the defense of such Third Party Claim. If the any Indemnifying Party assume assumes the defense, (xi) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (yii) the such Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed) unless ). Notwithstanding the foregoing, if counsel for the Indemnified Party reasonably determines that there is a conflict between the positions of the Indemnifying Parties and the Indemnified Party in conducting the defense of such settlement or compromise includes only Third Party Claim, then the payment reasonable fees of monetary damages which such separate counsel shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party ClaimParty. If requested by the any Indemnifying Party, the Indemnified Party will, at the cost and expense of the such Indemnifying Party, provide reasonable cooperation to the such Indemnifying Party in defending such Third Party Claim. If the no Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying PartyParties, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has Parties have not consented in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Procedure. Any Indemnified Party seeking (a) A Person entitled to indemnification under this Article VII XV (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party Claim as provided in this Section 15.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). (b) Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (a “Claim Notice”c) to If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimreasonable attorney’s fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. (d) The Party not controlling such notice as to whether defense may participate therein at its own expense; provided that, if the Indemnifying Party will assume the defense assumes control of such Third defense and the Indemnified Party Claim. If in good faith concludes, based on advice from counsel, that the Indemnifying Party assume the defense, (x) and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall have be responsible for the right reasonable fees and expenses of counsel to participate the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (f) The Indemnified Party shall not agree to engage separate counsel any settlement of its own choosing at its own cost and expense and (y) such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party (i) Following the discovery of any facts or conditions which could reasonably be expected to give rise to either DGI’s Damages or the Shareholders’ Damages, the party seeking indemnification under this Article VII shall give Agreement (the “Indemnified Party”) shall, within 60 days thereafter, provide written notice (a “Claim Notice”) to the party from whom indemnification under this Agreement is sought (the “Indemnifying Party. The Claim Notice shall include a description ”), specifying the factual basis of the claim in reasonable detail to the extent then known by the party seeking indemnification; provided that the failure to give such notice in such time period shall not relieve the Indemnifying Party of (i) its obligations except to the basis for, and nature of, extent it can show prejudice from such claim, including the facts constituting the basis for such claim, and failure. (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against If any Indemnified Party by receives notice of any matter involving a third party with respect which, if sustained, could give rise to which such Indemnified Party may a claim for indemnification under Section 7.1 hereunder (a “Third Party Claim”), the Indemnified Party shall give within the time specified in Section 10(d)(i), provide written notice to the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If matter setting forth with reasonable specificity the facts and circumstances as to which such party has received notice; provided, however, that the Indemnified Party fails shall in any event give written notice to provide each such notice the Indemnifying Party within such period of time periodas shall be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided further, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party will not be obligated to indemnify is thereby prejudiced. (iii) Within 90 days after the Indemnifying Party has received the notice described in Section 10(d)(ii) from the Indemnified Party, or such shorter period as is required to avoid prejudice in any claim, suit or proceeding, the Indemnifying Party with respect shall have the right to such assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the extent Indemnified Party; provided, however, that the Indemnifying Party is prejudiced by such failure must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; provided further, however, that the Indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless the judgment or proposed settlement involves only the payment of money damages, resolves the claim entirely, and does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseParty, (x) the Indemnified Party at its option and expense, shall have the right to participate in such any defense and to engage separate undertaken by the Indemnifying Party with legal counsel of its own choosing at its own cost selection. (iv) Unless and expense and (y) until the Indemnifying Party shall not agree to any compromise or settlement to which assumes the defense of the Third Party Claim as provided in Section 10(d)(iii), the Indemnified Party has not consented may defend against the Third Party Claim in any manner it reasonably deems appropriate. (v) In no event shall the Indemnified Party consent to in writing (the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (vi) unless The Indemnified Party and the Indemnifying Party may agree in writing, at any time, as to the existence and amount of a Third Party Claim, and, upon the execution of such settlement or compromise includes only the payment of monetary damages which agreement, such Third Party Claim shall be paid deemed established. (vii) The Indemnified Party shall provide all information and assistance reasonably requested by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such order to evaluate any Third Party Claim. If requested by the Indemnifying PartyClaim and affect any defense, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)thereof.

Procedure. Any Indemnified Party seeking indemnification under this Article VII VIII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 8.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten (10) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking (a) A Person entitled to indemnification under this Article VII XIV (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). (b) Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (a “Claim Notice”c) to If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimreasonable attorney’s fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. (d) The Party not controlling such notice as to whether defense may participate therein at its own expense; provided that, if the Indemnifying Party will assume the defense assumes control of such Third defense and the Indemnified Party Claim. If in good faith concludes, based on advice from counsel, that the Indemnifying Party assume the defense, (x) and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall have be responsible for the right reasonable fees and expenses of counsel to participate the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (f) The Indemnified Party shall not agree to engage separate counsel any settlement of its own choosing at its own cost and expense and (y) such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any (a) A Fulcrum Indemnitee or a GSK Indemnitee seeking indemnification pursuant to this Article VIII (an “Indemnified Party”) shall give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement or assertion of any Third Party Claim for which indemnification may be sought (it being understood and agreed, however, that the failure by an Indemnified Party seeking to give notice of a Third Party Claim as provided in this Section 8.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Article VII shall Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice (a “thereof to the Indemnified Party, assume control of the defense of such Third Party Claim Notice”) with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimreasonable attorneys’ fees and disbursements, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within [**] after receipt of any claiminvoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided, demandhowever, action or proceeding asserted against any that, if the Indemnifying Party assumes control of such defense and the Indemnified Party by a third party in good faith concludes, based on written advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to which such Third Party Claim sufficiently adverse to make unadvisable the representation by the same counsel of both Parties under Law, ethical rules or equitable principles, the Indemnifying Party shall be responsible for the reasonable fees and expenses of a single counsel to the Indemnified Party may claim indemnification under Section 7.1 (a “in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such Third Party Claim”Claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (c) The Indemnified Party shall not agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, if the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with Section 8.3(b), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice may thereafter agree to a settlement of such Third Party ClaimClaim that does not impose obligations on the Indemnifying Party that are more burdensome than the Indemnifying Party’s indemnification obligations under this Agreement. If The Indemnifying Party shall not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party fails to provide each such notice within such time periodfrom all liability with respect thereto, the Indemnifying Party will not be obligated to indemnify that imposes any liability or obligation on the Indemnified Party with respect to or that acknowledges fault by the Indemnified Party, without the prior written consent of the Indemnified Party. (d) Any indemnification hereunder for a Third Party Claim shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties for such Third Party Claim to the extent that such insurance proceeds actually reduce the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense amount of such Third Party Claim. If ; provided, however, that if, following the Indemnifying indemnification payment to the Indemnified Party assume of any amount under this Article VIII, such Indemnified Party recovers any such insurance proceeds in respect of the defenseThird Party Claim for which such indemnification payment was made, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) promptly pay the Indemnifying Party shall not an amount equal to the excess of the indemnification payment received over the amount of the indemnification payment that would have been due if the insurance proceeds had been received, realized or recovered before the indemnification payment was made. (e) The Parties agree and acknowledge that the provisions of this Article VIII represent any Indemnified Party’s exclusive recourse with respect to any compromise or settlement Losses for which indemnification is provided to which the such Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)under this Article VIII.

Procedure. Any Indemnified Party If any Proceeding arises as to which a right of indemnification provided in this Article XII applies, the Person seeking indemnification (the "Indemnified Party"), shall within twenty (20) days notify the party obligated under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated XII to indemnify the Indemnified Party with respect to such Third Party Claim (the "Indemnifying Party"), thereof in writing, except to the extent that such failure to notify within 20 days does not prejudice the Indemnifying Party's ability to defend or contest any such Proceeding, and allow the Indemnifying Party is prejudiced and its insurers to assume direction and control of the defense against such Proceeding, at its sole expense, including the settlement thereof at the sole option of the Indemnifying Party or its insurers; provided, however, that the Indemnifying Party may not enter into any compromise or settlement without the prior written consent of the Indemnified Party unless such compromise or settlement includes as an unconditional term thereof the giving by each plaintiff or claimant to the Indemnified Party of a release from all liability in respect of such failure claim and only if such compromise or settlement does not include any admission of legal wrongdoing on the part of the Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party shall notify and its insurer in the disposition of any such matter and the Indemnified Party will have the right and option to participate in (but not control) the defense of any Proceeding as to which this Article VI applies, with separate counsel at its election and cost. If the Indemnifying Party fails or declines to assume the defense of any such Proceeding within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimthereof, the Indemnified Party may assume the defense thereof for the account and at the expense risk of the Indemnifying Party, provided that . The Indemnifying Party shall pay promptly to the Indemnified Party shall not agree to any compromise or settlement Damages to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldindemnity under this Article XII applies, conditioned or delayed)as incurred.

Procedure. (a) Any Indemnified Party party seeking indemnification under this Article VII shall give written notice with respect to any Loss (a “Claim Notice”the "INDEMNIFIED PARTY") will promptly notify the party required to provide indemnity hereunder (the Indemnifying Party"INDEMNIFYING PARTY") in accordance with Section 10.11. The Claim Notice shall include a description in reasonable detail Notwithstanding the foregoing, the failure of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim give timely notice hereunder shall not affect rights to indemnification under Section 7.1 (a “Third Party Claim”)hereunder, the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim except and to the extent that the Indemnifying Party has been prejudiced thereby in defending against such claim. (b) If any claim, demand or liability is prejudiced asserted by such failure any third party against any Indemnified Party (other than a claim for Taxes addressed in Section 6.1(e)(i)) (a "THIRD-PARTY CLAIM"), the Indemnified Party will, upon notice of the claim or demand, promptly notify the Indemnifying Party, and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any defense or settlement, at the expense of the Indemnifying Party. No claim will be settled or compromised without the prior written consent of each party to be affected by such settlement or compromise, with such consent not being unreasonably withheld. The Indemnified Party will at all times also have the right to participate fully in the defense. Such participation shall be at the defense of the Indemnified Party unless the Indemnified Party shall have been advised by counsel retained by the Indemnifying Party that representation of the Indemnified Party by counsel provided by the Indemnifying Party would be inappropriate due to actual conflicting interests between the Indemnifying Party and the Indemnified Party, including situations in which there are one or more substantial legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in the course of such defense. (c) [Reserved] (d) If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third-Party Claim (an "INTER-PARTY CLAIM"; and together with a Third-Party Claim, an "INDEMNIFIABLE CLAIM"), the Indemnified Party will notify the Indemnifying Party with reasonable promptness of the claim, specifying the nature, estimated amount and the specific basis for the claim. The Indemnifying Party shall notify the Indemnified Party will respond within thirty (30) 45 days after of receipt of such the notice as to whether the Indemnifying Party will assume the defense of such Third an Inter-Party Claim. If the Indemnifying Party assume fails to respond, the defense, (x) estimated Xxxxxx 60 EXECUTION amount of the claim specified by the Indemnified Party shall have will be conclusively deemed a liability of the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) Indemnifying Party. If the Indemnifying Party shall timely disputes the claim, the Indemnified and the Indemnifying Party will negotiate in good faith to resolve the dispute, and if not agree to resolved, either party may pursue whatever remedies it may have. (e) If any compromise or settlement to which Loss is covered by insurance, the Indemnified Party has not consented will use good faith efforts to in writing (which consent shall not exhaust claims against the applicable policies. The provisions of this Article IX are subject to the rights of any Indemnified Party's insurer that may be unreasonably withheld, conditioned or delayed) unless defending any such settlement or compromise includes only the payment of monetary damages which shall be paid by claim. If the Indemnifying Party and includes makes any payment hereunder of a release Loss, the Indemnifying Party will be subrogated, to the extent of the payment, to the rights of the Indemnified Party against any insurer or third party with respect to the Loss. The Indemnifying Party shall pay all costs and expenses for pursuing any claims hereunder. Notwithstanding the foregoing, Buyer and Seller acknowledge and agree that, with respect to Indemnifiable Claims, the Indemnified Party may seek payment directly against the Indemnifying Party, without having first to pursue its claims against an insurer, if such Loss is (and following receipt of a payment from all Liability in respect of such Third insurer, the Indemnified Party Claimwill remain) covered by the Indemnified Party's insurance. If requested by an Indemnifying Party pays the Indemnifying Loss directly to the Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide will use commercially reasonable cooperation efforts to assist the Indemnifying Party in defending such Third Party Claim. If pursuing any claims against the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)applicable policies.

Procedure. Any Indemnified Party seeking (a) The person intending to claim indemnification under this Article VII shall give written notice Section 7 (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) which the basis forIndemnified Party intends to claim such indemnification, and nature of, such claim, including the facts constituting a reasonable explanation of the basis for such claim, the Claim and (ii) the estimated amount of Indemnifiable alleged Losses that have been to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or reasonably will be sustained by deficiency on the part of the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, so notifying the Indemnifying Party will not be obligated to indemnify relieve the Indemnified Indemnifying Party with respect to such Third Party Claim of any liability or obligation under this Agreement except to the extent that the Indemnifying Party is prejudiced has suffered actual prejudice directly caused by such failure of the Indemnified Party. delay or other deficiency.) The Indemnifying Party shall notify assume the Indemnified Party within thirty (30) days after receipt of defense thereof whether or not such notice as to whether Claim is rightfully brought; provided, however, that if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume assumes the defense, (x) the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such defense and to engage separate counsel of its own choosing employed by the Indemnified Party shall be at its own the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and (y) the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall not agree fail to any compromise or settlement to which assume the defense of and reasonably defend such Claim, the Indemnified Party has shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. (b) The Indemnifying Party shall not consented be liable for the indemnification of any Claim settled (or resolved by consent to in writing the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless such settlement (A) there is no finding or compromise includes only admission of any violation of law or any violation of the payment rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages which shall be that are paid in full by the Indemnifying Party and includes a release of such settlement does not require the Indemnified Party to take (or refrain from all Liability taking) any action. (c) Regardless of who controls the defense, the other party hereto shall reasonably cooperate in respect of such Third Party Claimthe defense as may be requested. If requested by the Indemnifying PartyWithout limitation, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in defending such Third Party the investigations of any Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. (a) Any Indemnified Party indemnified party hereto seeking indemnification under this Article VII hereunder shall give written notice (a “Claim Notice”) to notify Xx. Xxxx in writing reasonably promptly after the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) assertion against the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event indemnified party of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party with respect to which such Indemnified Party may or a derivative claim indemnification under Section 7.1 (a “"THIRD- PARTY CLAIM") in respect of which the indemnified party intends to base a claim for indemnification hereunder, but the failure or delay to so notify Xx. Xxxx shall not relieve himof any obligation or liability that hemay have to the indemnified party except to the extent that Xx. Xxxx demonstrates that his ability to defend or resolve such Third Party Claim is adversely affected thereby. (i) Xx. Xxxx shall have the right, upon written notice given to the indemnified party within 30 days after receipt of the notice from the indemnified party of any Third Party Claim”), to assume the defense or handling of such Third Party Claim, at Xx. Xxxx'x sole expense, in which case the provisions of Section 3(b)(ii) below shall govern. (ii) Xx. Xxxx shall select counsel reasonably acceptable to the indemnified party in connection with conducting the defense or handling of such Third Party Claim, and Xx. Xxxx shall defend or handle the same in consultation with the indemnified party, and shall keep the indemnified party timely apprised of the status of such Third Party Claim, and shall not, without the prior written consent of the indemnified party, directly or indirectly assume any position or take any action that would impose any obligation of any kind on or restrict the actions of the indemnified party. Xx. Xxxx shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, agree to a settlement of any Third Party Claim that could directly or indirectly lead to liability or create any financial or other obligation on the part of the indemnified party for which the indemnified party is not entitled to indemnification hereunder. The indemnified party shall cooperate with Xx. Xxxx and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event Xx. Xxxx fails to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 3(c)(ii) below shall govern. (i) If Xx. Xxxx does not give written notice to the indemnified party, within 30 days after receipt of the notice from the indemnified party of any Third Party Claim, of Xx. Xxxx'x election to assume the defense or handling of such Third Party Claim, the Indemnified provisions of Section 3(c)(ii) below shall govern. (ii) The indemnified party may select counsel in connection with conducting the defense or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the indemnified party shall give keep Xx. Xxxx timely apprised of the Indemnifying Party written notice within ten Business Days of receiving written notice status of such Third Party Claim. If the Indemnified indemnified party defends or handles such Third Party fails Claim, Xx. Xxxx shall cooperate with the indemnified party and shall be entitled to provide each such notice within such time period, participate in the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to defense or handling of such Third Party Claim to with his own counsel and at his own expense. If the extent that indemnified party is not the Indemnifying prevailing party in such Third Party is prejudiced Claim, then Xx. Xxxx shall pay all reasonable fees and expenses of counsel incurred by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume indemnified party in connection with the defense and handling of such Third Party Claim. If In the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of event such Third Party Claim. If requested Claim is settled by the Indemnifying Partyindemnified party, Xx. Xxxx shall pay the Indemnified Party will, at fees and expenses of counsel incurred by the cost and expense indemnified party but only if the amount of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. settlement is over $50,000. (d) If the Indemnifying Party elects not indemnified party intends to assume the defense of such seek indemnification hereunder, other than for a Third Party Claim, then it shall notify Xx. Xxxx in writing within six months after its discovery of facts upon which it intends to base its Claim for indemnification hereunder, but the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party failure or delay so to notify Xx. Xxxx shall not agree relieve Xx. Xxxx of any obligation or liability that Xx. Xxxx may have to any compromise the indemnified party except to the extent that Xx. Xxxx demonstrates that Xx. Xxxx'x ability to defend or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)resolve such Claim is adversely affected thereby.

Procedure. Any Indemnified Party seeking indemnification under this Article VII Gilead Indemnitee or Company Indemnitee shall give written notice notify Company or Gilead (a the “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description ”), as the case may be, promptly in reasonable detail writing of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount an indemnifiable claim or cause of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written above upon receiving notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure or being informed of the Indemnified Partyexistence thereof. The Indemnifying Party shall notify assume, at its cost and expense, the Indemnified sole defense of such claim or cause of action through counsel selected by the Indemnifying Party and reasonably acceptable to the other Party, such acceptance not to be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall maintain control of such defense, including any decision as to settlement; provided that, if the Indemnifying Party has failed to conduct such defense on a timely basis, then, without prejudice to any other rights and remedies available to other Party under this Agreement, the other Party may give written notice of such failure to the Indemnifying Party and, if the Indemnifying Party has not cured such failure within thirty sixty (3060) days after receipt of such notice as to whether notice, the other Party may take over such defense with counsel of its choosing, at the Indemnifying Party’s cost and expense. The other Party will assume the defense of such Third Party Claim. If may, at its option and expense, participate in the Indemnifying Party’s defense at the other Party’s sole expense, and if the other Party assume so participates, the Parties shall cooperate with one another in such defense, (x) the Indemnified Party . Gilead shall have the right to extend the right to participate in and control, as applicable, any such defense to its Affiliates and UTC, as Gilead in its sole discretion deems necessary to engage separate counsel of satisfy its own choosing at its own cost and expense and (y) obligations under the URC License Agreement. The Indemnifying Party shall not agree to bear the total costs of any compromise court award or settlement of such claim or cause of action and all other costs, fees and expenses related to the resolution thereof (including reasonable attorneys’ fees except for attorneys’ fees for which the Indemnified other Party has not consented to is responsible if the other Party participates in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the ’s defense of such Third Party claim or cause of action). In the event that the Parties cannot agree as to the application of Sections 7.1(a) and (b) to any Gilead Claim or Company Claim, as the Indemnified case may be, the Parties may conduct separate defenses of such claim. In such case, each Party may assume further reserves the defense thereof at right to claim indemnity from the expense other in accordance with Sections 7.1(a) and (b) upon resolution of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)such underlying claim.

Procedure. Any Indemnified Party seeking As a condition to a Party’s right to receive indemnification under this Article VII shall give written Section 9.1 or Section 9.2, it shall: (a) promptly deliver notice in writing (a “Claim Notice”) to the Indemnifying Party. The other Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant to Section 9.1 or Section 9.2 (provided that the failure to give a Claim Notice promptly shall include a description in reasonable detail not prejudice the rights of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified an indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim except to the extent that the Indemnifying Party is prejudiced by such failure to give prompt notice materially adversely affects the ability of the Indemnified indemnifying Party to defend the claim or suit); (b) cooperate with the indemnifying Party in the defense of such claim or suit, at the expense of the indemnifying Party. The Indemnifying ; and (c) if the indemnifying Party shall notify confirms in writing to the Indemnified indemnified Party its intention to defend such claim or suit within thirty (30) days [* * *] after receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that, if the indemnifying Party fails to (i) provide such confirmation in writing within such [* * *] period or (ii) after providing such confirmation, diligently and reasonably defend such suit or claim at any time, the indemnifying Party’s right to defend the claim or suit shall terminate immediately in the case of (i) and otherwise upon [* * *] written notice as by the indemnified Party to whether the Indemnifying indemnifying Party, and the indemnified Party will may assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise claim or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, suit at the cost and sole expense of the Indemnifying indemnifying Party but may not settle or compromise such claim or suit without the consent of the indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume be unreasonably withheld or delayed. In no event, however, may the defense indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of any indemnified Party or that otherwise materially affects such indemnified Party’s rights under this Agreement or requires any payment by an indemnified Party without the prior written consent of such Third Party Claimindemnified Party. Except as expressly provided above, the Indemnified indemnifying Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree will have no liability under this ARTICLE 9 with respect to any compromise claims or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned suits settled or delayed)compromised without its prior written consent.

Procedure. Any If any Momenta Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the any Sandoz Indemnified Party (in connection with such claim. In the event of each case, an "INDEMNIFIED PARTY") receives any claim, demand, action written claim or proceeding asserted against any Indemnified Party by a third party with respect to demand which such Indemnified Party believes is the subject of indemnity hereunder by Sandoz or Momenta as the case may claim indemnification under Section 7.1 be (a “Third Party Claim”in each case, an "INDEMNIFYING PARTY"), the Indemnified Party shall shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party; PROVIDED THAT the failure to give timely notice to the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third as contemplated hereby shall not release the Indemnifying Party Claim. If from any liability to the Indemnified Party fails to provide each such notice within such time period, unless the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent demonstrates that the Indemnifying Party defense of such claim is materially prejudiced by such failure failure. The Indemnifying Party shall assume and diligently pursue the defense of such claim, at its cost, with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall notify have absolute control of the conduct of the litigation; PROVIDED, HOWEVER, THAT 12.3.1 the Indemnified Party within thirty (30) days after receipt may, nevertheless, participate therein through counsel of such notice as its choice and at its cost, and shall be permitted to whether effectively associate with the Indemnifying Party will assume in the defense, the prosecution and the negotiation of any settlement of the claim or demand; 12.3.2 the Indemnifying Party shall keep the Indemnified Party informed, through the JSC, of the status of the litigation; EXECUTION COPY 12.3.3 the Indemnifying Party shall provide the Indemnified Party with a reasonable opportunity to review and comment on all pleadings, motions and other papers exchanged with the opposing party or filed with any court by the Indemnifying Party with respect to such claim or demand (collectively, the "PLEADINGS") and the Indemnifying Party shall consider in good faith any input provided by the Indemnified Party with respect to the Pleadings; and 12.3.4 if the suit includes a defense of Momenta IP or an Invalidity Claim with respect to Momenta IP or the Joint Collaboration IP (in the event Momenta is the Indemnified Party), then the Indemnifying Party's conduct of the litigation with respect to such claim(s) shall be subject to: a. the approval of Momenta and/or b. any contractual obligations to, or restrictions imposed by, the relevant Third Party licensor. The Party not assuming the defense of any such Third claim or demand shall render all reasonable assistance to the Party Claim. If assuming such defense as requested by such defending Party, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim or demand shall be settled other than by the Party assume defending the defensesame, (x) and then only with the consent of the other Party, which shall not be unreasonably withheld; PROVIDED THAT the Indemnified Party shall have the right no obligation to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree consent to any compromise or settlement to of any such claim which imposes on the Indemnified Party has not consented to in writing (any liability or obligation which consent shall cannot be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid assumed and performed in full by the Indemnifying Party and includes (subject, in the case of a release Settlement, to the terms of Section 4.3) or which agrees that any element of any of Momenta IP or Joint Collaboration IP (in the event Momenta is the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party) is invalid, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise infringed or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)unenforceable.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event that, at any time or from time to time after the Effective Time, a person indemnified under Section 10.1 or 10.3 (an "Indemnified Party") shall sustain a loss of any claim, demand, action or proceeding asserted nature whatsoever against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification is indemnified under Section 7.1 (a “Third Party Claim”)this Agreement, the such Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party party hereto obligated to provide such indemnification (the "Indemnitor") of any such loss so sustained. If Indemnitor is Buyer, Indemnitor shall within thirty (30) days after receipt transmittal of such notice as pay to whether such Indemnified Party the Indemnifying amount of such loss so sustained, subject to the right to contest any claim. If Indemnitor is the Shareholders, payment shall be governed by the Escrow Agreement. The Indemnified Party will assume shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply and shall give the Indemnitor (acting through the Representative if Indemnitor is the Escrow Agent) a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnified Party at Indemnitor's own expense and with counsel of Indemnitor's selection (who shall be approved by Indemnified Party, which approval shall not be unreasonably withheld); provided that the Indemnified Party shall at all times also have the right to fully participate in the defense of such Third Party Claimat its own expense. If the Indemnifying Party assume the defenseIndemnitor shall, (x) within a reasonable time after said notice, fail to defend, the Indemnified Party shall have the right right, but not the obligation, to participate in such undertake the defense of, and to engage separate counsel of its own choosing compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at its own cost the risk and expense and (y) of Indemnitor. Except as provided in the Indemnifying preceding sentence, the Indemnified Party shall not agree to any compromise or settlement to which settle the claim or other matter without the prior written consent of the Indemnitor. If the claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnified Party has not consented shall make available all information and assistance that the Indemnitor may reasonably request; provided that any associated expenses shall be paid by the Indemnitor. If the Losses relate to in writing (a Loss or demand asserted by a third party, the Indemnified Party and Indemnitor shall jointly control the defense and settlement thereof and any settlement shall require the prior written consent of both parties, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any (a) In order for an Indemnified Party seeking to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify the indemnifying party under this Article VII shall give written notice XII (a the “Claim NoticeIndemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party. The Claim Notice shall include , within a description in reasonable detail period of (i) time after the basis forIndemnified Party’s receipt of such request, all information and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or documentation reasonably will be sustained requested by the Indemnified Indemnifying Party in connection with respect to such claim. In Losses. (b) If the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated liable to indemnify the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) such settlement, compromise or discharge does not relate solely to monetary damages, (ii) such settlement, compromise or discharge does not expressly unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to such Third Party Claim, (iii) the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim and (iv) such settlement, compromise or discharge does not contain any admission of liability by the Indemnified Party or its Affiliates. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). (c) If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use reasonable and good faith efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that such failure to use such efforts in accordance with the foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Article XII except and only to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)thereby.

Procedure. Any Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 11. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11, such Party (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall provide the other Party (the “Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i”) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party Claim. If receives the Indemnified Party fails to provide each such notice within such time periodIndemnification Claim Notice, the Indemnifying Party will not be obligated to indemnify the and Indemnified Party with respect shall meet to discuss how to respond to any claims that are the subject matter of such Third Party Claim to the extent that proceeding. At its option, the Indemnifying Party is prejudiced may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 11.3 by such failure of the Indemnified Party. The Indemnifying Party shall notify giving written notice to the Indemnified Party within thirty (30) days (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, provided that (a) the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnifying Party may, at any time, assume all such notice defense if the Litigation Conditions are not satisfied at any time. Upon assuming the defense of a Third Party claim in accordance with this Section 11.3, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as to whether otherwise set forth in this Section 11.3, the Indemnifying Party will assume not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 11.3, any Indemnified Party will be entitled to participate in, but not control, the defense of such a Third Party Claim. If claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party assume the defensein writing, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (yii) the Indemnifying Party shall not agree has failed to assume and actively further the defense and employ counsel in accordance with this Section 11.3 (in which case the Indemnified Party will control the defense) or (iii) the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any compromise Liability relating solely to the payment of money damages in connection with a Third Party claim that will not result in the Indemnified Party’s becoming subject to injunctive or settlement other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party has not consented hereunder, and subject to in writing (which consent shall not be unreasonably withheldthe Litigation Conditions being satisfied, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided that such terms shall include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto), and will transfer to the Indemnified Party willall amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Liabilities in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 11.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability provided that it obtains the prior written consent of the Indemnified Party (which consent will be at the cost and expense Indemnified Party’s reasonable discretion). The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 11.3 will not be liable for any settlement or other disposition of a Liability by an Indemnified Party (but in no event to include any court judgment or judicial or administrative order or disposition) that is reached without the written consent of such Indemnifying Party. No Indemnified Party will admit any liability with respect to, provide reasonable cooperation or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party in defending such the opportunity to assume the defense of the Third Party Claimclaim in accordance with this Section 11.3. If the Indemnifying Party elects not chooses to assume the defense of such defend or prosecute any Third Party Claimclaim, the Indemnified Party may assume will cooperate in the defense or prosecution thereof at the expense of and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying PartyParty to, provided that and reasonable retention by the Indemnified Party shall not agree of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any compromise or settlement to which material provided hereunder, and the Indemnifying Party has not consented will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with such cooperation.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of that any third party claim, demand, action or proceeding asserted suit is instituted against any Indemnified Party by a third party with an Indemnitee in respect of which indemnity may be sought pursuant to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)10.1, the Indemnified Party shall give Indemnitee will promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If in writing (provided that the Indemnified Party fails failure to provide each give such notice within such time period, the Indemnifying Party promptly will not be obligated to indemnify prejudice the Indemnified Party with respect to such Third Party Claim rights of an Indemnitee, except † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party is prejudiced by to defend the claim, action or suit). Promptly after the Indemnitee gives such failure of written notice, the Indemnified PartyIndemnifying Party and the Indemnitee shall meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume control the defense of such Third Party Claimclaim, action or suit. If the Indemnifying Party assume the defense, (x) the Indemnified Party The Indemnitee shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimclaim, the Indemnified Party may assume the defense thereof action or suit, at the expense of the Indemnifying Party. In any such proceeding, provided that the Indemnified Indemnitee shall also have the right to retain its own counsel at its own expense. The Indemnifying Party shall not agree be liable for damages with respect to any a claim, action or suit settled or compromised by the Indemnitee without the Indemnifying Party’s prior written consent. No offer of settlement, settlement or compromise or settlement to which by the Indemnifying Party has not consented in writing shall be binding on an Indemnitee without the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement fully releases the Indemnitee without any liability, loss, cost or obligation to such Indemnitee, provided, however, that the Indemnifying Party shall have no authority to take any action as part of any such defense or settlement that invalidates or otherwise compromises or renders unenforceable any of the Indemnitees’ Intellectual Property Rights without the Indemnitees’ express prior written consent.

Procedure. 10.4.1 Any Indemnified Party party seeking indemnification under this Article VII shall give written notice 10 (a “Claim Notice”the "Indemnified Party") will promptly notify the party required to provide indemnity hereunder (the "Indemnifying Party") in accordance with Section 12.15. The Claim Notice shall include a description Notwithstanding the foregoing, failure to give or delay in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably giving notice will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give not release the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim from liability except to the extent that the Indemnifying Party is materially prejudiced thereby. 10.4.2 If the Indemnifiable Loss arises from any claim, demand or liability is asserted by such failure any third party against the Indemnified Party (a "Third-Party Claim"), the Indemnified Party will, upon notice of the claim or demand, promptly notify the Indemnifying Party, and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any defense or settlement, at the expense of the Indemnifying Party. No claim will be settled or compromised without the prior written consent of each party to be affected by such settlement or compromise, such consent not to be unreasonably withheld. The Indemnified Party will at all times also have the right to participate fully in the defense at its own expense; provided Indemnifying Party will pay legal fees of one counsel for Indemnified Party if (a) under applicable standards of conduct, a conflict on any significant issue exists between any two or more Indemnified Parties, or (b) the Third Party Claim is made both against an Indemnifying Party and an Indemnified Party and the Indemnified Party has been advised by counsel that there are legal defenses available to such Indemnified Party that are materially different from those available to the Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are necessary or appropriate for such defense. 10.4.3 If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third-Party Claim (an "Inter-Party Claim", and together with a Third-Party Claim, an "Indemnifiable Claim"), the Indemnified Party will notify the Indemnifying Party with reasonable promptness of the claim, specifying the nature, estimated amount and the specific basis for the claim. The Indemnifying Party shall notify the Indemnified Party will respond within thirty (30) 45 days after of receipt of such the notice as to whether the Indemnifying Party will assume the defense of such Third an Inter-Party Claim. If the Indemnifying Party assume fails to respond, the defense, (x) estimated amount of the claim specified by the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not will be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes conclusively deemed a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense liability of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume timely disputes the defense of such Third Party Claimclaim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has will negotiate in good faith to resolve the dispute, and if not consented in writing (which consent shall not resolved, will be unreasonably withheld, conditioned or delayed)submitted for resolution pursuant to Article 11.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claimsuch liability, demandthe indemnifying Party will select counsel reasonably acceptable to the indemnified Party (such consent not to be unreasonably conditioned, action withheld or proceeding asserted against any Indemnified Party delayed), and all costs of such counsel will be borne by a third party with respect to which such Indemnified the indemnifying Party. The indemnified Party may claim indemnification under Section 7.1 (a “Third at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. The exercise by the indemnified Party Claim”), of its option to select co-counsel will in no way limit or modify the Indemnified indemnifying Party’s obligations set forth in this Section. Each Party shall give reserves the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right to provide each such notice within such time perioda defense of any action subject to a reservation of rights, including the Indemnifying right to obtain contribution or indemnity from the other Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim (including for attorney’s fees and costs) to the extent it is determined that the Indemnifying such other Party is prejudiced wholly or partially responsible for the loss or damage giving rise to the claims asserted in such action. Upon notice of an alleged infringement or if in the indemnifying Party’s opinion such a claim is likely, or alternatively, if the indemnified Party’s rights hereunder are restricted by such failure the indemnifying Party or a valid court order, then the indemnifying Party shall at its option and sole expense: (i) procure the right for the indemnified Party to continue using the alleged infringing material; or (ii) replace the material with non-infringing material which is equivalent in features, functionality and quality; or (iii) modify the material to make it non-infringing while retaining all original features, functionality and quality; or (iv) refund the indemnified Party fees paid for the infringing material based on a depreciated value over 3 years. Notwithstanding the foregoing, WolfePak will not indemnify, defend, or hold harmless the Customer for Customer’s use of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt Solution or WolfePak Software that is in or purportedly in violation of such notice as to any law, whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenselocal, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise State/Provincial, or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldFederal, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability United States or any other country. As WolfePak cannot predict every possible circumstance of how the Customer will use the Solution or WolfePak Software, it is the Customer’s responsibility to ensure its use is not in respect violation of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)law.

Procedure. Any Indemnified Party seeking indemnification under this Article VII (a) An indemnified party shall give written notice (a “of any Indemnification Claim Notice”) under this Section 14 to the Indemnifying Party. The Claim Notice shall include a description party or parties required to indemnify ("INDEMNIFYING PARTY") as promptly as practicable, but in reasonable detail of any event (i) with respect to any Indemnification Claim arising out of the basis forindemnifying party's breach of representations and warranties under this Agreement, and nature of, such claim, including prior to the facts constituting expiration of the basis for such claim, survival period provided in Section 14.1 above and (ii) (A) if such Indemnification Claim relates to the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by assertion against the Indemnified Party in connection with such claim. In the event indemnified party of any claim, demand, action claim or proceeding asserted against any Indemnified Party dispute by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “"THIRD PARTY CLAIM"), within 20 days after the assertion of such Third Party Claim”), or (B) if such Indemnification Claim is not in respect of a Third Party Claim, within 30 days after the discovery by the indemnified party of the facts on which such Indemnification Claim is to be based. Any such notice shall describe the nature of the Indemnification Claim, the Indemnified Party amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof, and the provision or provisions of this Agreement on which the Indemnification Claim is based. (i) The indemnifying party shall give have the Indemnifying Party right, upon written notice within ten Business Days given to the indemnified party at any time after receipt of receiving written the notice from the indemnified party of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at such indemnifying party's sole expense, in which case the provisions of Section 14.5(b)(ii) below shall govern. (ii) The indemnifying party shall select counsel to conduct the defense or handling of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to The indemnifying party shall defend or handle such Third Party Claim to in consultation with the extent that the Indemnifying Party is prejudiced by such failure indemnified party and shall keep each indemnified party timely apprised of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense status of such Third Party Claim. If The indemnifying party shall not, without the Indemnifying prior written consent of each indemnified party, agree to a settlement of any Third Party assume Claim, unless the defensesettlement (A) provides an unconditional release and discharge of such indemnified party, (xB) imposes no material liabilities or obligations on such indemnified party and (C) with respect to any non-monetary provisions of such settlement, could not have a material adverse effect on such indemnified party. The indemnified party shall cooperate with the Indemnified Party indemnifying party and shall have the right be entitled to participate in such the defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect handling of such Third Party ClaimClaim with its own counsel and at its own expense. If requested by An indemnified party shall not, without the Indemnifying Party, the Indemnified Party will, at the cost and expense prior written consent of the Indemnifying Partyindemnifying party(s), provide reasonable cooperation agree to the Indemnifying Party in defending such a settlement of any Third Party Claim, unless the indemnified party shall also waive any right to indemnification for the applicable Indemnification Claim. Notwithstanding any other provision of this Agreement, any violation of the terms of the foregoing sentence shall relieve any indemnifying party from any liability to indemnify in respect of the subject matter of the Third Party Claim so settled. (i) If the Indemnifying indemnifying party does not give written notice to the indemnified party, within 30 days after receipt of the notice from the indemnified party of a Third Party elects not Claim, that the indemnifying party has elected to assume the defense or handling of such Third Party Claim, the Indemnified Party provisions of Section 14.5(c)(ii) shall govern. (ii) The indemnified party may assume select counsel in connection with conducting the defense thereof at or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as is reasonable under the expense circumstances; provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the Indemnifying Party, provided that the Indemnified status of such Third Party Claim and shall not agree settle such Third Party Claim without the prior written consent of the indemnifying party. Notwithstanding any other provision of this Agreement, any violation of the terms of the foregoing sentence shall relieve any indemnifying party from any liability to any compromise indemnify in respect of the subject matter of the Third Party Claim so settled. If the indemnified party defends or settlement handles such Third Party Claim, the indemnifying party shall cooperate with the indemnified party and shall be entitled to which participate in the Indemnifying defense or handling of such Third Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned Claim with its or delayed)their own counsel and at its or their own expense.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any that a Party (the “Indemnified Party by a third party with respect to which such Indemnified Party may claim Party”) seeks indemnification under Section 7.1 (a “Third Party Claim”)12.1 or 12.2, the Indemnified Party shall: (a) inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 12.3 shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice); (b) permit the Indemnifying Party is prejudiced by such failure to assume direction and control of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party the Claim (including the right to settle the Claim solely for monetary consideration); and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the defenseClaim from the Indemnified Party, (x) the Indemnified Party shall have the right to participate in may control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and to engage separate counsel documented costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of its own choosing any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own cost expense. The Party controlling such defense shall keep the other Party advised of the status of such Claim and expense the defense thereof and (y) shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any compromise settlement of such Claim or settlement consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim21.3.1. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), then the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice thereof in writing after becoming aware of such Third Party Claim. If ; provided, however, that no delay on the part of the Indemnified Party fails to provide each such notice within such time period, in notifying the Indemnifying Party will not be obligated shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to indemnify the extent that) the Indemnifying Party is actually and materially prejudiced thereby. Such notice shall set out in reasonable detail the basis of the claim (including, if applicable, the representation, warranty or covenant alleged to have been breached), and, if estimable, the amount of such claim. 21.3.2. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party with respect within [***] of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim to the extent that it involves (and continues to involve) monetary damages; provided, however, that: (i) the Indemnifying Party is prejudiced by expressly agrees in such failure of notice that, as between the Indemnifying Party and the Indemnified Party. The , the Indemnifying Party shall notify be solely obligated to satisfy and discharge the Indemnified Third Party within thirty Claim; (30ii) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If Claim by the counsel representing the Indemnifying Party assume does not, in the defensereasonable judgment of the Indemnified Party, constitute a conflict of interest under the applicable canons or rules of legal professional ethics; and (iii) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that would reasonably be expected to result therefrom. (the conditions set out in clauses (i), (xii) and (iii) above are collectively referred to as the “Litigation Conditions”). 21.3.3. In no event shall the Indemnifying Party have the right to control any Third Party Claim to the extent such Third Party Claim covers injunctive, criminal or other equitable relief that, if granted, would adversely affect the Indemnified Party. 21.3.4. Within [***] after the Indemnifying Party has given notice to the Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnified Party shall have give notice to the right Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to participate in defend the Third Party Claim at the expense of the Indemnifying Party until such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall not agree be entitled, at its sole cost and expense, to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldassume and conduct such defense, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid with counsel selected by the Indemnifying Party and includes a release of reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense shall give notice that any of the Indemnifying PartyLitigation Conditions, provide in its reasonable cooperation to judgment, are no longer satisfied. 21.3.5. During such time as the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume is controlling the defense of such Third Party Claim, the Indemnified Party may assume shall cooperate, and cause its Affiliates and agents to cooperate, to the extent commercially reasonable, upon request of the Indemnifying Party in the defense thereof at or prosecution of the expense Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. 21.3.6. In the event that the Indemnifying Party fails to satisfy the Litigation Conditions or does not notify the Indemnified Party in writing of the Indemnifying Party’s intent to defend any Third Party Claim within [***] days after notice thereof, provided that the Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including attorneys’ fees and costs and expenses of enforcement or defense). 21.3.7. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own cost and expense, the defense of any Third Party Claim that the other party is defending as provided in this Agreement. 21.3.8. The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not agree consent to a settlement of, or the entry of any compromise or settlement to which judgment arising from, any such Third Party Claim without the Indemnifying prior written consent of the Indemnified Party has not consented in writing (which consent shall not be unreasonably withheld or delayed), provided, however, that the Indemnifying Party may settle claims involving solely monetary damages without the consent of the Indemnified Party if a full release of the Indemnifying Party is obtained with respect to such claims. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, not to be unreasonably withheld, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief; provided, however, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed)) enter into any compromise or settlement that would adversely affect the Indemnifying Party. The Indemnifying Party’s indemnity obligation shall be reduced by the any amounts the Indemnified Party receives or shall receive from any third party, including an insurance carrier, for the Losses.

Procedure. Any (a) In order for an Indemnified Party seeking to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify the indemnifying party under this Article VII shall give written notice XII (a the “Claim NoticeIndemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party. The Claim Notice shall include , within a description in reasonable detail period of (i) time after the basis forIndemnified Party’s receipt of such request, all information and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or documentation reasonably will be sustained requested by the Indemnified Indemnifying Party in connection with respect to such claim. In Losses. (b) If the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party may assume will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the expense of counsel employed by the Indemnifying Party, provided it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party shall not agree to for any compromise or settlement to period during which the Indemnifying Party has not consented assumed the defense thereof (other than during any period in writing (which consent shall not be unreasonably withheldthe Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, conditioned all of the parties hereto will cooperate in the defense or delayed)prosecution [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses A Party believing that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect it is entitled to which such Indemnified Party may claim indemnification under Section 7.1 6.1 (an “Indemnified Party”) shall give prompt written notification to the other Party (the “Indemnifying Party”) of the commencement of any Claim by a “Third Party Claim”)for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided in this Section 6.1(c) shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually materially prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under Section 6.1, it shall so notify the Party seeking indemnification. (ii) If the Indemnifying Party elects to assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to may participate in such defense and to engage separate counsel of its own choosing at its own cost expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and expense the Indemnified Party have conflicting interests with respect to such Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. (yiii) The Indemnifying Party shall keep the Indemnified Party advised of the status of such Claim and the defense thereof and shall consider recommendations made by the Indemnified Party with respect thereto. (iv) The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any compromise settlement of such Claim or settlement consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or adversely affects the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified This Section 10.3 describes the procedure for indemnification of Losses for the Third-Party claims. With respect to Losses relating to the claim of a Party hereto, the procedures provided in Article 10 shall govern. The Party seeking indemnification for third party claims under this Article VII shall give written notice Sections 10.1 or 10.2 (a the “Claim NoticeIndemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis Party for such claim, and (ii) but the estimated amount of Indemnifiable Indemnifying Party may recover any actual Losses that have been or reasonably will be sustained by arising from the Indemnified Party in connection with Party’s failure to give such claimprompt notice. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the The Indemnified Party shall give not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article 10 without the Indemnifying Party Party’s prior written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will consent (which shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyunreasonably withheld). The Indemnifying Party shall notify have the right, with the consent of the Indemnified Party within thirty (30) days after receipt which shall not be unreasonably withheld), to settle all indemnifiable matters under this Article 10 related to claims by Third Parties. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of such notice as to whether any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party will at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such Third Party Claimclaim or legal proceeding. If the Indemnifying Party assume assumes the defensedefense of any such claim or legal proceeding, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree select counsel reasonably acceptable to any compromise or settlement to which the Indemnified Party has to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (which costs and expenses shall not consented be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in writing (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such claim or litigation in such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by . The Indemnified Party will cooperate reasonably with the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of its efforts to conduct or resolve such Third Party Claim. If requested matters, including by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation making available to the Indemnifying Party in defending such Third relevant documents and witnesses. The Indemnified Party Claim. If and the Indemnifying Party elects not to assume shall keep each other informed of all settlement negotiations with Third Parties and of the defense progress of such any litigation with Third Party Claim, the Parties. The Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has not consented shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with any indemnifiable matter resulting from a claim by a Third Party.

Procedure. Any Indemnified Party seeking (a) A Person entitled to indemnification under this Article VII 14 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). (b) Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (a “Claim Notice”c) to If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. ’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable attorney’s fees, incurred by the Indemnified Party in defending itself within [**] after receipt of any invoice therefor from the Indemnified Party. (d) The Claim Notice shall include a description Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in reasonable detail of (i) good faith concludes, based on advice from counsel, that the basis forIndemnifying Party and the Indemnified Party have conflicting interests with respect to such action, and nature ofsuit, such proceeding or claim, including the facts constituting Indemnifying Party shall be responsible for the basis for such claim, reasonable fees and (ii) the estimated amount expenses of Indemnifiable Losses that have been or reasonably will be sustained by counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such claim. In defense shall keep the event other Party advised of any claimthe status of such action, demandsuit, action proceeding or proceeding asserted against any Indemnified claim and the defense thereof and shall consider recommendations made by the other Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 thereto. (a “Third Party Claim”), the f) The Indemnified Party shall give not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodParty, the Indemnifying Party will which shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyunreasonably withheld, delayed or conditioned. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Each Party’s indemnification obligations under Section 14.1 and Section 14.2 are conditioned upon the Party seeking indemnification under this Article VII shall give (the “Indemnitee”) delivering a written notice to the other Party (a the “Claim NoticeIndemnitor”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “applicable Third Party Claim”), Claim subject to indemnification hereunder promptly after the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice Indemnitee becomes aware of such Third Party Claim. If The Indemnitor will have no indemnification obligations hereunder to the Indemnified Party fails extent materially prejudiced by any delay by the Indemnitee in providing such notice. The Indemnitor will have the sole right to provide each such notice within such time period, defend or settle (subject to the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such remainder of this Section 14.3) any Third Party Claim (using counsel reasonably satisfactory to the extent that Indemnitee). The Indemnitee will cooperate fully with Indemnitor in connection therewith, at the Indemnifying Party is prejudiced by such failure Indemnitor’s expense. The Indemnitee may participate in (but not control) the defense thereof at its sole cost and expense. The Indemnitor shall keep the Indemnitee advised of the Indemnified Partystatus of the Third Party Claim and the defense thereof and shall reasonably consider recommendations made by the Indemnitee with respect thereto. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party Indemnitee shall not agree to any compromise or settlement to of any Third Party Claim without the prior written consent of the Indemnitee, which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claimconditioned. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party The Indemnitor shall not agree to any compromise settlement of any Third Party Claim or settlement 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 or that imposes any liability or obligation on the Indemnitee without the prior written consent of the Indemnitee, which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned.

Procedure. (a) Any party seeking indemnification with respect to any Loss (the "Indemnified Party") will promptly notify the party required to provide indemnity hereunder (the "Indemnifying Party") in accordance with Section 10.11, provided, that the failure to give such notice shall not affect the right of the Indemnified Party seeking to indemnification under this Article VII shall except to the extent the failure to give written notice (a “Claim Notice”) to prejudices the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of 's ability to defend any claim. (ib) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of If any claim, demand, action demand or proceeding liability is asserted by any third party against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “"Third Party Claim”"), the Indemnified Party shall give will, upon notice of the claim or demand, promptly notify the Indemnifying Party, subject to the proviso of Section 9.4(a), and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any defense or settlement, at the expense of the Indemnifying Party. No claim will be settled or compromised without the prior written notice within ten Business Days consent of receiving written notice each party to be affected, with such consent not being unreasonably withheld. The Indemnified Party will at all times also have the right to participate fully in the defense at its own expense unless there is, under applicable law, a conflict on any significant issue between Indemnifying Party and Indemnified Party, in which case the fees and expenses of one counsel in respect of such Third claim incurred by the Indemnified Party Claimwill be paid by Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in the course of such defense. (c) If the Indemnified Party fails to provide each such notice within such time period, has a claim against the Indemnifying Party will that does not be obligated to indemnify involve a Third Party Claim (an "Inter-Party Claim"; and together with a Third Party Claim, an "Indemnifiable Claim"), the Indemnified Party will notify the Indemnifying Party with respect to such Third Party Claim reasonable promptness of the claim, and, to the extent that known, specifying the Indemnifying Party is prejudiced by such failure of nature, estimated amount and the Indemnified Partyspecific basis for the claim. The Indemnifying Party shall notify the Indemnified Party will respond within thirty (30) days after of receipt of such the notice as to whether the Indemnifying Party will assume the defense of such Third an Inter-Party Claim. If the Indemnifying Party assume fails to respond, the defense, (x) claim specified by the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not will be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes conclusively deemed a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense liability of the Indemnifying Party, provide reasonable cooperation subject only to proof of the Indemnifying Party in defending such Third Party Claimamount of Loss. If the Indemnifying Party elects not to assume timely disputes the defense of such Third Party Claimclaim, the Indemnified and the Indemnifying Party will negotiate in good faith to resolve the dispute, and if not resolved, either party may assume pursue whatever remedies it may have. (d) If any Loss is covered by insurance, Indemnified Party will file claims against the defense thereof at applicable policies, but need not appeal the expense denial of any claim nor assign any rights to Indemnifying Party under the policy. The provisions of this Article IX are subject to the rights of any Indemnified Party's insurer that may be defending any such claim. If the Indemnifying Party makes any payment hereunder of a Loss, the Indemnifying Party will be subrogated, to the extent of the Indemnifying Partypayment and permitted by the applicable policies, provided that to the rights of the Indemnified Party against any insurer or third party with respect to the Loss. (e) All payments made pursuant to this Article IX (other than a payment based on an obligation arising under Section 5.7 [Non-Compete]) shall not agree be treated as adjustments to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)purchase price for the Purchased Assets.

Procedure. Any If any third party shall notify a Party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this SECTION 26, then the Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to notify the Indemnifying Party. The Claim Notice shall include a description Party in reasonable detail writing thereof promptly; provided, however, that no delay on the part of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party experiences any prejudice in the ability to provide the indemnification required under this SECTION 26. If the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled to take control of the defense and investigation of the claim. In the event any Indemnifying Party notifies the Indemnified Party that it is assuming the defense thereof, (A) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (C) the Indemnified Party will not consent to the entry of any claim, demand, action judgment or proceeding asserted against enter into any Indemnified Party by a third party settlement with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give matter without the written consent of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodwhich consent will not be withheld or delayed unreasonably, and (D) the Indemnifying Party will not be obligated consent to indemnify the Indemnified Party entry of any judgment with respect to such Third Party Claim to the extent that matter, or enter into any settlement which does not include a provision whereby the Indemnifying Party is prejudiced by such failure of plaintiff or claimant in the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of matter releases the Indemnified Party from all Liability in liability with respect thereto, without the written consent of such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall will not be unreasonably withheld, conditioned withheld or delayed)delayed unreasonably.

Procedure. Any Indemnified (a) A Party seeking entitled to indemnification under this Article VII 8 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party Claim as provided in this Section 8.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). (b) Within [***] days after delivery of such notification, the Indemnifying Party may, upon written notice hereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (a “Claim Notice”c) to If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. ’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all documented costs and expenses, include reasonable attorney’s fees, incurred by the Indemnified Party in defending itself within [***] days after receipt of any invoice therefor from the Indemnified Party. (d) The Claim Notice shall include a description Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the indemnified Party in reasonable detail of (i) good faith concludes, based on advice from counsel, that the basis forIndemnifying Party and the Indemnified Party have conflicting interests with respect to such action, and nature ofsuit, such proceeding or claim, including the facts constituting Indemnifying Party shall be responsible for the basis for such claim, reasonable fees and (ii) the estimated amount expenses of Indemnifiable Losses that have been or reasonably will be sustained by counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such claim. In defense shall keep the event other Party advised of any claimthe status of such action, demandsuit, action proceeding or proceeding asserted against any Indemnified claim and the defense thereof and shall consider recommendations made by the other Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 thereto. (a “Third Party Claim”), the f) The Indemnified Party shall give not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodParty, the Indemnifying Party will which shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyunreasonably withheld, delayed or conditioned. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)AS AMENDED.

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Indemnified Party, such Indemnified Party seeking indemnification will give prompt written notice of the indemnity claim to the Indemnifying Party and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 16 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent, which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)’s sole cost and expense.

Procedure. Any Each Party shall notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 14. In case any proceeding (including any governmental investigation) shall be instituted involving either Party in respect of which indemnity may be sought pursuant to this Article 14, such Party (the “Indemnified Party”) shall promptly notify in writing the Party obligated to indemnify such Party pursuant to Section 14.1 or Section 14.2 (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to any claims that are the subject matter of such proceeding, provided that any delay in providing such notification shall only limit the Indemnifying Party’s obligation to the extent of the actual prejudice caused to the Indemnifying PartyParty by such delay. The Claim Notice Indemnifying Party, upon request of the Indemnified Party, shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or retain counsel reasonably will be sustained by satisfactory to the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), represent the Indemnified Party and shall give pay the fees and expenses of such counsel related to such proceeding. If the Indemnifying Party written notice within ten Business Days assumes the defense of receiving written notice of such Third Party Claim. If the Liability, it shall keep the Indemnified Party fails to provide each advised of the status of such notice within such time period, Liability and the Indemnifying Party will not be obligated to indemnify defense thereof and shall consider recommendations made by the Indemnified Party with respect to thereto. In any such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseproceeding, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing counsel, but the fees and expenses of such counsel shall be at its own cost and the expense and of the Indemnified Party unless (ya) the Indemnifying Party shall not agree to any compromise or settlement to which and the Indemnified Party has shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses incurred pursuant to Section 14.1 or Section 14.2 shall be reimbursed as they are incurred. The Indemnifying Party shall not consented to in writing (be liable for any settlement of any proceeding unless effected with its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, conditioned without the written consent of the Indemnified Party, effect any settlement of any pending or delayed) threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims to which the indemnity relates that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claimproceeding. If the Indemnifying Party elects Parties cannot agree as to assume the defense application of Section 14.1 or Section 14.2 to any particular claim, the Parties may conduct separate defenses of such Third claim and reserve the right to claim indemnity from the other Party Claim, the Indemnified Party may assume the defense thereof at the expense in accordance with Section 14.1 or Section 14.2 above in accordance with Section 15.3 upon resolution of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)underlying claim.

Procedure. Any (a) A party claiming indemnification pursuant to this Article IX (an “Indemnified Party seeking indemnification Party”) shall, promptly following the discovery of the matters giving rise to any Loss, notify the indemnifying party under this Article VII shall give written notice IX (a the “Indemnifying Party”) in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and, to the extent known, the amount of the liability estimated to accrue therefrom (the “Indemnification Claim Notice”) ); provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party. The Claim Notice shall include Party is actually prejudiced as a description in reasonable detail result of such failure. (ib) If the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Indemnifying Party shall give be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party (which counsel shall be reasonably satisfactory to the Indemnified Party) by providing written notice thereof to the Indemnified Party within ten Business Days thirty (30) days following receipt of receiving written notice the Indemnification Claim Notice; provided, however, that if the Indemnifying Party's assumption of the defense of any Third Party Claim would result in a conflict of interest arising out of the joint representation by legal counsel selected by the Indemnifying Party of the interests of both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be entitled to engage separate legal counsel to represent the Indemnified Party (which counsel shall be reasonably satisfactory to the Indemnified Party) at the Indemnifying Party's sole cost and expense and, if the Indemnifying Party fails to do so during the thirty (30) day period referred to above, the Indemnifying Party shall not be entitled to assume the Indemnified Party's defense of such Third Party Claim. If Prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party fails to provide each in writing that such notice within such time period, the Indemnifying Party shall be fully responsible for all liabilities and obligations relating to such Third Party Claim and that it will not be obligated provide full indemnification to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified PartyClaim. The Indemnifying Party shall notify not be entitled to assume control of such defense if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Third Party Claim primarily seeks an injunction or other equitable relief against the Indemnified Party; (C) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; or (D) the Indemnified Party within thirty (30) days after receipt reasonably believes that the Loss relating to such Third Party Claim could be materially adverse to the Purchased Assets or Product Business or exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Article IX. Any Indemnified Party shall have the right to employ separate counsel in any such defense and to participate therein, but the fees and expenses of such notice as to whether counsel shall not be at the expense of the Indemnifying Party will assume unless (i) the Indemnifying Party shall have not, within the time after having been notified by the Indemnified Party of the existence of the Third Party Claim as provided in the first sentence of this Section 9.4(b), assumed the defense of such Third Party Claim. , or (ii) in the event of a conflict of interest situation, failed to engage separate legal counsel to represent the Indemnified Party. (c) If the Indemnifying Party assume assumes the defensedefense of a Third Party Claim, it will take all steps necessary to defend, prosecute or settle such claim. The Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnified Party will provide reasonable cooperation in the defense of the Third Party Claim. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (xnot to be unreasonably withheld or delayed), unless (A) there is no finding or admission of any violation of Governmental Rules or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnified Party shall will have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree no liability with respect to any compromise or settlement to which of such claims effected without its consent. (d) In the event that (i) an Indemnified Party has not consented gives an Indemnification Claim Notice to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party fails or elects not to assume the defense of such Third Party Claimclaim that the Indemnifying Party had the right to assume under this Section 9.4 or (ii) the Indemnifying Party is not entitled to assume the defense of the Third Party Claim pursuant to this Section 9.4, the Indemnified Party may assume shall have the right, with counsel of its choice, to defend, conduct and control the defense thereof of the Third Party Claim and/or to settle or consent to the entry of judgment with respect to such Third Party Claim, at the sole cost and expense of the Indemnifying Party. In each case, provided the Indemnified Party shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnifying Party will provide reasonable cooperation in the defense of the Third Party Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party. In connection with any Third Party Claim in the United States, the Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Third Party Claim is brought against any Indemnified Party for purposes of any claim that the Indemnified Party shall not agree may have under this Article IX with respect to any compromise such Third Party Claim or settlement to which the matters alleged therein and agrees that process may be served on the Indemnifying Party with respect to such a claim anywhere in the United States. (e) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnified Party or the Indemnifying Party, as the case may be, in connection with the defense of any Third Party Claim, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided, that each party shall use its commercially reasonable efforts, in respect of any Third Party Claim of which it has not consented in writing (which consent shall not be unreasonably withheldassumed the defense, conditioned or delayed)to preserve the confidentiality of all confidential information and the attorney client and work product privileges.

Procedure. (a) Any Indemnified Party Person seeking indemnification provided for under this Article VII shall give written notice VIII (a an “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature respect of, such claim, including the facts constituting the basis for such claim, and arising out of or involving a claim made by any Person (iiother than a party hereto) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the against an Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), shall promptly notify the indemnifying party in writing of the Third Party Claim; provided, that failure to give such notice shall not affect the right to indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying party, as promptly as reasonably practicable following such Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by such Indemnified Party written notice within ten Business Days of receiving written notice of such relating to the Third Party Claim. . (b) If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such a Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the made against an Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, indemnifying party shall be entitled at the its election and its cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party ClaimClaim with counsel selected by the indemnifying party. If the indemnifying party assumes such defense, the Indemnified Party may assume shall nonetheless have the right to employ counsel separate from the counsel employed by the indemnifying party; provided, that the indemnifying party shall not be liable to such Indemnified Party for any fees of such separate counsel with respect to the defense thereof at of such Third Party Claim, unless the expense employment and reimbursement of such separate counsel is authorized by the indemnifying party in writing. If the indemnifying party does not assume such defense, and for any period during which the indemnifying party has not assumed such defense, the indemnifying party shall be liable for the reasonable fees and expenses of one single counsel (in addition to reasonable fees and expenses of local counsel required in jurisdictions not central to the Third Party Claim) employed (and reasonably acceptable to the indemnifying party) by such Indemnified Party (which reasonable fees and expenses shall be considered Losses for purposes of this Agreement). If the indemnifying party chooses to defend a Third Party Claim or prosecute a claim in connection therewith, each Indemnified Party shall provide all cooperation as is reasonably requested by the indemnifying party in such defense or prosecution. (c) Notwithstanding anything to the contrary in this Section 8.5, no party may settle, compromise or discharge (and in doing so, make any reasonable admission of liability with respect to) such Third Party Claim other than for money damages only without the prior written consent of the Indemnifying other party, subject to such party paying or causing to be paid all amounts arising out of such settlement or obtaining and delivering to such other party, prior to the execution of such settlement, a general release prepared and executed by all Persons bringing such Third Party Claim. (d) An indemnifying party shall not be entitled to assume or continue control of the defense of any Third Party Claim if the Third Party Claim (A) relates to or arises in connection with any criminal proceeding, or (B) seeks an injunction or other equitable relief against any Indemnified Party, or (C) if unsuccessful, (i) would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party (provided that, if the Indemnified Party assumes or continues control of the defense of any such Third Party Claim pursuant to this clause (i), then such Third Party Claim shall no longer be indemnifiable by the indemnifying party) or (ii) would reasonably be expected to exceed the cap applicable to such a claim in Section 8.4(b) of this Agreement. (e) In the event an Indemnified Party has a claim against an indemnifying party under Section 8.2 or 8.3 that does not involve a Third Party Claim, such Indemnified Party shall deliver notice of such claim to the indemnifying party stating the amount of the Loss, if known, and method of computation thereof, reasonable supporting documentation relating to such Loss and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed to arise, within ten (10) Business Days of becoming aware of the facts or circumstances giving rise to such claim; provided, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. The Indemnified Party and the indemnifying party shall, for a period of not less than sixty (60) days following receipt by the indemnifying party of the notice of such claim, negotiate, in good faith, to resolve the claim, and such Indemnified Party shall not agree commence Proceedings with respect to any compromise or settlement such claim prior to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)end of such period.

Procedure. Any (a) In order for an Indemnified Party seeking to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify the indemnifying party under this Article VII shall give written notice XII (a the “Claim NoticeIndemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party. The Claim Notice shall include , within a description in reasonable detail period of (i) time after the basis forIndemnified Party’s receipt of such request, all information and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or documentation reasonably will be sustained requested by the Indemnified Indemnifying Party in connection with respect to such claim. In Losses. (b) If the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. defense of a Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated liable to indemnify the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) such settlement, compromise or discharge does not relate solely to monetary damages, (ii) such settlement, compromise or discharge does not expressly unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to such Third Party Claim and (iii) the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). (c) If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use reasonable and good faith efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that such failure to use such efforts in accordance with the - 42- [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Article XII except and only to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)thereby.

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification on behalf of such Person (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party in connection with such claim. In the event to give prompt notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party claim as provided in this Section 10.3 shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such Third Party Claimfailure to give prompt notice). If the Indemnified Party fails to provide each Within [**] days after delivery of such notice within such time periodnotification, the Indemnifying Party will not be obligated may, upon written notice thereof to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify , undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume Party, the defense of such Third Party Claimthe claim. If the Indemnifying Party assume the does not undertake such defense, (x) the Indemnified Party may control such defense but shall not be entitled to indemnification hereunder if it does not then control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense; provided, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim, the right to Indemnified Party’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) without the Indemnifying Party’s written consent. The Indemnified Party and any Person seeking indemnification under this Agreement shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that (a) does not include a complete and includes a unconditional release of the Indemnified Party (and the relevant INFI Indemnitees or Licensee Indemnitees seeking indemnification) from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, (b) imposes any liability or obligation on the Indemnified Party will(or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), at the cost and expense of the Indemnifying Party(c) permits any injunction, provide reasonable cooperation declaratory judgment, other order or other non-monetary relief to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimbe entered, directly or indirectly against the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party(or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), provided that or (d) acknowledges fault by the Indemnified Party shall not agree to (or any compromise relevant INFI Indemnitee or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayedLicensee Indemnitee seeking indemnification).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Indemnified Party, such Indemnified Party seeking indemnification will give prompt written notice of the indemnity claim to the Indemnifying Party and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 13 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such failure [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Indemnified PartySecurities Exchange Act of 1934, as amended. Table of Contents negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent, which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)’s sole cost and expense.

Procedure. Any Indemnified A Party seeking that intends to claim indemnification under this Article VII shall give written notice 11 (a the “Claim NoticeIndemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Third Party Claim, in respect of which the Indemnitee intends to claim such indemnification. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for’s expense, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event defense of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party for which indemnity is prejudiced by such failure of the Indemnified Partybeing sought. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to Indemnitee may participate in and monitor such defense and to engage separate with counsel of its own choosing at its own cost sole expense; provided, however, the Indemnitor shall have the right to assume and expense and (y) conduct the Indemnifying defense of the Third Party Claim with counsel of its choice. The Indemnitor shall not agree to settle any compromise or settlement to which Third Party Claim without the prior written consent of the Indemnified Party has Party, not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such the settlement or compromise includes involves only the payment of monetary damages which money. So long as the Indemnitor is actively defending the Third Party Claim in good faith, the Indemnitee shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of not settle any such Third Party Claim. If requested by Claim without the Indemnifying Party, the Indemnified Party will, at the cost and expense prior written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects Indemnitor does not to assume and conduct the defense of such the Third Party ClaimClaim as provided above, (a) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnified Indemnitor in connection therewith), and (b) the Indemnitor will remain responsible to indemnify the Indemnitee as provided in this Article 11. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any action with respect to a Third Party may assume Claim shall only relieve the defense thereof at Indemnitor of its indemnification obligations under this Article 11 if and to the expense of extent the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Indemnitor is actually prejudiced thereby.

Procedure. Any Indemnified i. A Party seeking believing that it is entitled to indemnification under this Article VII Sections 11(a)-(b) (an “Indemnified Party”) shall give prompt written notice notification to the other Party (a the “Claim NoticeIndemnifying Party”) to of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event commencement of any claimClaim by a Third Party for which indemnification may be sought or, demandif earlier, action or proceeding asserted against upon the assertion of any Indemnified Party such Claim by a third party with respect to which such (it being understood and agreed, however, that the failure by an Indemnified Party may claim indemnification under to give notice of a third party Claim as provided in this Section 7.1 (a “Third Party Claim”), the Indemnified Party 11(c)(i) shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually materially prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under Sections 11(a)-(b), it shall so notify the Party seeking indemnification. ii. If the Indemnifying Party elects to assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to may participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith iii. The Indemnifying Party shall keep the Indemnified Party advised of the status of such Claim and the defense thereof and shall consider recommendations made by the Indemnified Party with respect thereto. iv. The Indemnified Party shall not agree to any compromise or settlement to of such Claim without the prior written consent of the Indemnifying Party, which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the . The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or adversely affects the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The foregoing indemnity obligations shall be conditioned upon (a) the indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeIndemnitee”) to promptly notifying the Indemnifying Party. The Claim Notice shall include a description indemnifying Party (“Indemnitor”) in reasonable detail writing of (i) the basis for, and nature of, such claim, including assertion or the facts constituting commencement of the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “relevant Third Party Claim”), provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodIndemnitor, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim except to the extent that the Indemnifying Party Indemnitor is actually prejudiced by such failure thereby, (b) the Indemnitee granting the Indemnitor sole management and control, at the Indemnitor’s sole expense, of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If Claim and its settlement, provided, however, that the Indemnifying Indemnitor shall not settle any such Third Party assume Claim without the defenseprior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable, and (xc) the Indemnified Party Indemnitee reasonably cooperating with the Indemnitor, at the Indemnitor’s expense. The Indemnitee shall have the right, at its own expense, to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to participate in such defense employ separate counsel at the Indemnitee’s expense and to engage separate counsel of control its own choosing at its own cost defense of the applicable Third Party Claim only if: (i) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor or (ii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and expense and (y) the Indemnifying Party Indemnitor that would make such separate representation advisable. The Indemnitee shall not agree settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claimthat, demandfrom and after the Closing Date, action or proceeding asserted against any Indemnified Party by a third party with respect to which such asserts any claim against any Company Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the or any Investor Indemnified Party with respect to such Third Party Claim any matter to which the foregoing indemnities apply, the party against whom the claim is asserted (the "Indemnified Party") shall give prompt written notice to the extent that indemnifying party (the "Indemnifying Party"), and the Indemnifying Party is prejudiced shall have the right, at its election, to take over the defense or settlement of such claim at its own expense by such failure of giving prompt written notice to the Indemnified Party. The ; provided, however, that, if the Indemnifying Party shall notify does not give such notice and does not proceed diligently to defend the Indemnified Party claim within thirty (30) 30 days after receipt of such notice as to whether of the claim, the Indemnifying Party will assume shall be bound by any defense or settlement that the Indemnified Party may make as to such claim and shall reimburse the Indemnified Party for any and all losses and expenses resulting therefrom. The Indemnified Party and the Indemnifying Party shall cooperate in defending any such third party's claim, and the Indemnifying Party, to the extent the Indemnifying Party elects to defend such claim, shall have reasonable access to records, information and personnel in the possession or control of any other party hereto which are applicable to the subject matter of any claim or which are otherwise pertinent to the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) claim and the Indemnified Party shall otherwise cooperate with the Indemnifying Party in all respects in connection therewith. The Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket costs incurred in connection with the activities set forth in the immediately preceding sentence and in enforcing this indemnification. Each party hereto shall have an obligation to retain all relevant records until the right period ending on December 31 of the seventh full calendar year following the Closing Date unless such records relate to participate actions, claims or proceedings known to such party to be pending at the time such records are scheduled not to be retained or unless such records are required to be maintained for longer periods of time under applicable laws, rules or regulations or unless such records relate to taxes, in which case each party hereto shall have an obligation to retain such defense and to engage separate counsel records for the term of its own choosing at its own cost and expense and (y) the applicable statute of limitations, as the same may be extended or tolled. Notwithstanding the foregoing, the Indemnifying Party shall not agree to settle or compromise any compromise or settlement to which such claim without the prior written consent of the Indemnified Party has Party, (such consent not consented to in writing (which consent shall not be unreasonably withheld) unless, conditioned or delayed) unless after consultation between such parties, the terms of such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the such Indemnified Party from any and all Liability liability with respect to such claim and do not in respect any manner adversely affect the future operations or activities of such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified A Party seeking that intends to claim indemnification under this Article VII Section 9.2 shall give written notice (a “Claim Notice”) promptly inform the indemnifying Party in writing of any Third Party Claim, in respect of which the indemnitee intends to the Indemnifying Partyclaim such indemnification. The Claim Notice indemnified Party shall include a description in provide the indemnifying Party with reasonable detail of (i) assistance, at the basis forindemnifying Party’s expense, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event defense of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party for which indemnity is prejudiced by such failure of the Indemnified Partybeing sought. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to indemnitee may participate in and monitor such defense and to engage separate with counsel of its own choosing at its own cost sole expense; provided, however, the indemnitor shall have the right to assume and expense and (y) conduct the Indemnifying defense of the Third Party Claim with counsel of its choice. The indemnitor shall not agree settle any Third Party Claim without the prior written consent of the indemnified Party, not to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed) , unless such the settlement or compromise includes involves only the payment of monetary damages which money. So long as the indemnitor is actively defending the Third Party Claim in good faith, the indemnitee shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of not settle any such Third Party Claim. If requested by Claim without the Indemnifying Party, the Indemnified Party will, at the cost and expense prior written consent of the Indemnifying indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects indemnitor does not to assume and conduct the defense of such the Third Party ClaimClaim as provided above, (a) the indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner the indemnitee may deem reasonably appropriate (and the indemnitee need not consult with, or obtain any consent from, the Indemnified indemnitor in connection therewith), and (b) the indemnitor will remain responsible to indemnify the indemnitee as provided in this Section 9.2. The failure to deliver written notice to the indemnitor within a reasonable time after the commencement of any action with respect to a Third Party may assume Claim shall only relieve the defense thereof at indemnitor of its indemnification obligations under this Section 9.2 if and to the expense of extent the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)indemnitor is actually prejudiced thereby.

Procedure. Any Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 11 (Indemnification), such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party will cooperate fully with the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with defense of such claimmatter. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If and the Indemnified Party fails will have agreed to provide each the retention of such notice within counsel or (b) the named parties to any such time period, proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses will be reimbursed as they are incurred. The Indemnifying Party will not be obligated liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, then the Indemnifying Party agrees to indemnify the Indemnified Party with respect to from and against any Liability by reason of such Third Party Claim to the extent that the settlement or judgment. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any (a) In order for an Indemnified Party seeking to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify the indemnifying party under this Article VII shall give written notice XII (a the “Claim NoticeIndemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party. The Claim Notice shall include , within a description in reasonable detail period of (i) time after the basis forIndemnified Party’s receipt of such request, all information and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or documentation reasonably will be sustained requested by the Indemnified Indemnifying Party in connection with respect to such claim. In Losses. (b) If the event of any claim, demand, action or proceeding asserted against any Indemnified Party indemnification sought pursuant hereto involves a claim made by a third party with respect to which such against the Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated liable to indemnify the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense (provided, that, if in the reasonable opinion of counsel of the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party). The Indemnifying Party will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) such settlement, compromise or discharge does not relate solely to monetary damages, (ii) such settlement, compromise or discharge does not expressly, unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to such Third Party Claim and (iii) the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). (c) If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under Section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use commercially reasonable efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that such failure to use such efforts in accordance with the foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Article XII except and only to the extent that the Indemnifying Party is actually prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)thereby.

Procedure. (a) Any Indemnified Party party hereto or any of its Affiliates seeking indemnification under hereunder (in this Article VII shall give written notice (a context, the “Claim Noticeindemnified party”) to shall notify the Indemnifying Party. The Claim Notice shall include a description other party (in reasonable detail of (ithis context, the “indemnifying party”) in writing reasonably promptly after the basis for, and nature of, such claim, including assertion against the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event indemnified party of any claim, demand, action or proceeding asserted against any Indemnified Party Claim by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third-Party Claim”) in respect of which the indemnified party intends to base a Claim for indemnification hereunder, but the failure or delay so to notify the indemnifying party shall not relieve it of any obligation or liability that it may have to the indemnified party except to the extent that the indemnifying party demonstrates that its ability to defend or resolve such Third Party Claim is adversely affected thereby. (1) Subject to the provisions of Sections 13.5(d) and 13.5(g) below, the indemnifying party shall have the right, upon written notice given to the indemnified party within 30 days after receipt of the notice from the indemnified party of any Third Party Claim”), to assume the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice defense or handling of such Third Party Claim. If , at the Indemnified Party fails to provide each such notice within such time periodindemnifying party’s sole expense, in which case the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim provisions of Section 13.5(b)(2) below shall govern. (2) The indemnifying party shall select counsel reasonably acceptable to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume indemnified party in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying party shall defend or handle the same in consultation with the indemnified party, shall keep the indemnified party timely apprised of the status of such Third Party Claim, and shall not, without the prior written consent of the indemnified party, directly or indirectly assume any position or take any action that would impose any obligation of any kind on or restrict the actions of the indemnified party. If The indemnifying party shall not, without the Indemnifying Party assume prior written consent of the defenseindemnified party, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such , agree to a settlement of any Third Party Claim that could directly or compromise includes only indirectly lead to liability or create any financial or other obligation on the payment part of monetary damages the indemnified party for which the indemnified party is not entitled to indemnification hereunder. The indemnified party shall cooperate with the indemnifying party and shall be paid by entitled to participate in the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect defense or handling of such Third Party ClaimClaim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the indemnifying party fails to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 13.5(c)(2) below shall govern. (1) If requested by the Indemnifying Partyindemnifying party does not give written notice to the indemnified party, the Indemnified Party will, at the cost and expense within 30 days after receipt of the Indemnifying Party, provide reasonable cooperation to notice from the Indemnifying Party in defending such indemnified party of any Third Party Claim. If , of the Indemnifying Party elects not indemnifying party’s election to assume the defense or handling of such Third Party Claim, the Indemnified Party may assume provisions of Section 13.5(c)(2) below shall govern. (2) The indemnified party may, at the indemnifying party’s expense, select counsel in connection with conducting the defense thereof at or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the expense indemnified party shall keep the indemnifying party timely apprised of the Indemnifying Party, provided that the Indemnified status of such Third Party Claim and shall not agree to any settle, compromise or settlement to which discharge such Third Party Claim without the Indemnifying Party has not consented in writing (prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnified party defends or handles such Third Party Claim, the indemnifying party shall cooperate with the indemnified party and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense. (d) In the case of any Third Party Claim that is brought by any customer or supplier with respect to the Business acquired hereunder and that Buyer or its Affiliates intend to base a Claim for indemnification hereunder, notwithstanding anything in Section 13.5(b) to the contrary, Buyer or its Affiliates may, at Seller’s expense, select counsel reasonably satisfactory to Seller, and defend or handle such Third Party Claim in accordance with Section 13.5(c)(2) and the provisions of Section 13.5(c)(2) shall govern (except as provided herein)., including but not limited to the requirements of 13.5(c)

Procedure. Any A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party or parties claiming indemnity is referred to as the "Indemnified Party." An Indemnified Party seeking indemnification under this Article VII Agreement shall, with respect to claims asserted against such party by any third party, give written notice to each Indemnifying Party of any liability which must give rise to a claim for indemnity under this Agreement promptly (and in any event within sixty (60) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party may assume the defense of such matter, including the employment of counsel satisfactory to the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the each Indemnified Party in connection with such claim. In of its assumption of the event defense of any claimaction, demand, action suit or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 within thirty (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written 30) days of receipt of notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify from the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partymatter. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate employ its or their own counsel in any such defense matter, but the fees and to engage separate expenses of such counsel shall be the responsibility of its own choosing at its own cost and expense and such Indemnified Party unless (yi) the Indemnifying Party shall not agree have reasonably promptly employed counsel satisfactory to any compromise such Indemnified Party or settlement to which (ii) the Indemnified Party has shall have reasonably concluded that the conduct of such proceeding by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. An Indemnifying Party shall not consented to in writing (make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, conditioned it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or delayed) unless such settlement or compromise includes only relief other than the payment of monetary damages which money. After settlement and payment thereof, the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for such indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party and includes upon the earlier to occur of: (i) the entry of a release of judgment against the Indemnified Party from all Liability in and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; (iii) a settlement of the claim; or (iv) with respect to indemnities for liabilities relating to Taxes, upon the issuance of such Third any resolution by a taxation authority. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, expenses of counsel to the Indemnified Party Claim. If requested shall be reimbursed on a current basis by the Indemnifying Party, the Indemnified Party will, at the cost and expense if such expenses are a liability of the Indemnifying Party. With regard to other claims of which identification is payable hereunder, provide reasonable cooperation to such indemnification shall be paid promptly by the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, upon demand by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in connection this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with such counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. In If the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party does not undertake such defense in accordance with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)the preceding sentence, the Indemnified Party shall give control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense with counsel of its choice; provided, however, that if the Indemnifying Party written notice within ten Business Days of receiving written notice assumes control of such Third Party Claim. If defense as set forth above and the Indemnified Party fails to provide each such notice within such time periodin good faith concludes, based on advice from counsel, that the Indemnifying Party will not be obligated to indemnify and the Indemnified Party (or the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of action, suit, proceeding or claim, the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to ’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof, shall provide the other Party copies of material documents and filings related to such action, suit, proceeding or claim and shall consider recommendations made by the other Party with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim as set forth above, or if the Indemnifying Party and the Indemnified Party (or the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has without the Indemnifying Party’s written consent. The Indemnified Party shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 15. In case any proceeding (including any governmental investigation) shall be instituted involving either Party in respect of which indemnity may be sought pursuant to this Article 15, such Party (the “Indemnified Party”) shall promptly notify the Party obligated to indemnify such Party pursuant to Section 15.1 or Section 15.2 (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to any claims that are the subject matter of such proceeding, provided that any delay in providing such notification shall only limit the Indemnifying Party’s obligation to the extent of the actual prejudice caused to the Indemnifying PartyParty by such delay. The Claim Notice Indemnifying Party, upon request of the Indemnified Party, shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or retain counsel reasonably will be sustained by satisfactory to the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), represent the Indemnified Party and shall give pay the fees and expenses of such counsel related to such proceeding. If the Indemnifying Party written notice within ten Business Days assumes the defense of receiving written notice of such Third Party Claim. If the Liability, it shall keep the Indemnified Party fails to provide each advised of the status of such notice within such time period, Liability and the Indemnifying Party will not be obligated to indemnify defense thereof and shall consider recommendations made by the Indemnified Party with respect to thereto. In any such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseproceeding, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing counsel, but the fees and expenses of such counsel shall be at its own cost and the expense and of the Indemnified Party unless (ya) the Indemnifying Party shall not agree to any compromise or settlement to which and the Indemnified Party has shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses incurred pursuant to Section 15.1 or Section 15.2 shall be reimbursed as they are incurred. The Indemnifying Party shall not consented to in writing (be liable for any settlement of any proceeding unless effected with its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, conditioned without the written consent of the Indemnified Party, effect any settlement of any pending or delayed) threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims to which the indemnity relates that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claimproceeding. If the Indemnifying Party elects Parties cannot agree as to assume the defense application of Section 15.1 and Section 15.2 to any particular claim, the Parties may conduct separate defenses of such Third claim and reserve the right to claim indemnity from the other Party Claim, the Indemnified Party may assume the defense thereof at the expense in accordance with Section 15.1 and Section 15.2 above in accordance with Section 16.3 upon resolution of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)underlying claim.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) In order for a party (the basis for, and nature "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any third person or entity against the indemnified party (a "Third Party Claim"), such claimindemnified party must notify the indemnifying party in writing of the Third Party Claim within twenty (20) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party can demonstrate actual monetary prejudice as a direct or indirect result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days' time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the facts constituting indemnified party relating to the basis for such claim, and Third Party Claim. (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by If a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim is made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party but reasonably satisfactory to the extent that indemnified party. Should the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as indemnifying party so elect to whether the Indemnifying Party will assume the defense of such a Third Party ClaimClaim which is not based upon a theory of successor liability, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. In the case of a Third Party Claim which is based upon a theory of successor liability and in which the indemnified party is a co-defendant with the indemnifying party, the indemnified party shall be entitled to be compensated for its reasonable expense in defending such claim regardless of the offer to assume such defense if the indemnified and indemnifying parties have adverse positions in the matter. If the Indemnifying Party assume the indemnifying party assumes such defense, (x) the Indemnified Party indemnified party shall have the right to participate in such the defense thereof and to engage separate counsel of its own choosing employ counsel, which shall be at its own cost expense, unless the parties are co-defendants and have adverse positions in the matter, in which case the indemnifying party shall bear such expense separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and (y) expenses of counsel employed by the Indemnifying Party shall not agree to indemnified party for any compromise or settlement to period during which the Indemnified Party indemnifying party has not consented assumed the defense thereof (other than after the twenty (20)-business day period described in Paragraph 15(e)(i) if the indemnified party shall have failed to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release give notice of the Indemnified Party from all Liability in respect of such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation indemnifying party chooses to the Indemnifying Party in defending such defend or prosecute a Third Party Claim. If , all the Indemnifying Party elects not to assume parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention after reasonable notice of the need therefor and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense and making employees available on a mutually convenient basis to provide additional information and explanation of the Indemnifying Party, any material provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)hereunder.

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Proceeding is instituted against a Party (or another Company Indemnified Party seeking indemnification under this Article VII shall in the case of Company or another Vertex Indemnified Party in the case of Vertex) with respect to which indemnity may be sought pursuant to Section 9.1.1 or 9.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (a the “Claim NoticeIndemnifying Party”) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice that the Company Indemnified Party or Vertex Indemnified Party, as applicable, receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Company Indemnified Party or Vertex Indemnified Party under Section 9.1.1 or 9.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, ’s ability to defend such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent ; provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Company Indemnified Party or Vertex Indemnified Party, as applicable, will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 9.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the prior written consent of the Company Indemnified Party within thirty (30) days after receipt of such notice or Vertex Indemnified Party, as to whether the Indemnifying Party applicable, which will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages awards for which shall be paid by the Indemnifying Party and includes a release of the will be fully responsible. The Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, provided that the Indemnified Party shall not agree to any compromise or settlement to which at the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Party’s cost and expense.

Procedure. Any A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party seeking indemnification under this Article VII Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement promptly (and in any event within ten (10) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however, that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party may assume the defense of such matter, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the each Indemnified Party in connection with such claim. In of its assumption of the event defense of any claimaction, demand, action suit or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 within fifteen (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written 15) days of receipt of notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify from the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partymatter. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate employ its or their own counsel in any such defense matter, but the fees and to engage separate expenses of such counsel shall be the responsibility of its own choosing at its own cost and expense and such Indemnified Party unless (yi) the Indemnifying Party shall not agree have reasonably promptly employed counsel reasonably satisfactory to any compromise such Indemnified Party or settlement to which (ii) the Indemnified Party has shall have reasonably concluded that the conduct of such proceedings by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Indemnifying Party shall not consented to in writing (make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, conditioned it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or delayed) unless such settlement or compromise includes only relief other than the payment of monetary damages money. After settlement and payment thereof, the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party and includes upon the earlier to occur of: (i) the entry of a release of non-appealable judgment against the Indemnified Party from all Liability in and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of a judgment or appellate decision against the Indemnified Party; (iii) a settlement of the claim; or (iv) with respect to indemnities for liabilities relating to Taxes, upon the issuance of such Third any resolution by a Taxation authority. Notwithstanding the foregoing, expenses of counsel to the Indemnified Party Claim. If requested shall be reimbursed on a current basis by the Indemnifying Party, the Indemnified Party will, at the cost and expense if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, provide reasonable cooperation to such indemnification shall be paid promptly by the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, upon demand by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified To the extent reasonably feasible, the Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) entitled to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 12.1.1 or 12.1.2 above (a the “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) in writing of any Claim that, in Indemnified Party’s reasonable judgment, is likely to lead to a claim for indemnification. The Indemnifying Party shall notify promptly assume the entire defense of such Claim following the Indemnified Party’s written notice and reimburse the Indemnified Party within thirty (30) days after receipt of such notice as for all expenses incurred prior to whether the Indemnifying Party will assume Party’s assuming the defense of such Third Party Claim. If the The Indemnifying Party assume the defensemay settle a claim on terms which provide only for monetary relief, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes include a full release of the Indemnified Party from all Liability in respect and do not include any admission of such Third Party Claim. If requested liability, wrongdoing, infringement or invalidity or unenforceability of patent rights owned or controlled by the Indemnified Party. Save as aforesaid, neither the Indemnifying Party, Party nor the Indemnified Party willshall acknowledge the validity of, at compromise or otherwise settle any claim without the cost and expense prior written consent of the Indemnifying other Party, provide reasonable cooperation to which shall not be unreasonably withheld or delayed. The Indemnified Party shall use cooperate with the Indemnifying Party in defending such Third the defense of the Claim at the Indemnifying Party’s sole expense. The Indemnified Party may hire its own counsel, at its own expense, to monitor, but not control, the defense of any Claim. If The Indemnified Party and the Indemnifying Party elects not may execute such mutually acceptable confidentiality and joint defense agreements to assume the defense of protect privileged materials as shall be usual and customary in such Third Party Claim, proceedings and as shall be reasonably requested in writing by either the Indemnified Party may assume the defense thereof at the expense of or the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any (a) If any Buyer Indemnified Party or Seller Indemnified Party shall seek indemnification with respect to any Loss or potential Loss arising from a claim asserted by a third party for which such party seeking indemnification (the “Indemnified Party”) is entitled to indemnification under this Article VII 4, then the Indemnified Party shall give written notice promptly notify the other party (a the “Claim NoticeIndemnifying Party”) in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party (except to the extent notice is not received prior to the expiration of the survival period contained in Section 4.1) shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. Such notice of a Loss or a potential Loss shall to the extent known by such party set forth with reasonable specificity the facts and circumstances of which such party has received notice, and if such party giving such notice is an Indemnified Party. The Claim Notice shall include a description , specify the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. (b) An Indemnifying Party will have the right to elect in reasonable detail writing defend the Indemnified Party within 10 business days or receipt of such notice against the claim with counsel of its choice, reasonably satisfactory to the Indemnified Party, so long as (i) the basis for, claim involves only money damages and nature of, such claim, including the facts constituting the basis for such claimdoes not seek injunctive or other equitable relief, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days conducts the defense of receiving written notice of such Third Party Claimthe claim actively, diligently and completely. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that So long as the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume conducting the defense of such Third Party Claim. If the Indemnifying Party assume the defenseclaim in accordance with this Section 4.7(b), (x) the Indemnified Party shall have the right to may participate in the defense of the claim through separate co-counsel, but the retention of any such defense and to engage separate counsel of its own choosing shall be at its own the sole cost and expense and of the Indemnified Party, (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has will not consented consent to in writing (the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (z) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed. (c) In the event either of the conditions of Section 4.7(b) is or becomes unsatisfied, the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith).

Procedure. Any (i) If a Buyer Indemnified Party seeking or Seller Indemnified Party seeks indemnification under this Article VII V, such Person (the “Indemnified Party”) shall give written notice to the indemnifying Party (a the “Claim NoticeIndemnifying Party”) promptly after receiving written notice of any action, lawsuit, Proceeding, investigation or other claim against it (if by a third party) or discovering the Liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its Liabilities hereunder except to the extent such failure shall have actually and materially prejudiced the Indemnifying Party. The Claim Notice In that regard, if any action, lawsuit, Proceeding, investigation or other claim shall include a description in reasonable detail be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article V, the Indemnifying Party shall be entitled to control the defense of such action, lawsuit, Proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole expense, and, at the Indemnifying Party’s option (subject to the limitations set forth below), shall be entitled to appoint lead counsel of such defense with counsel reasonably acceptable to the Indemnified Party; provided that the Indemnifying Party may not assume control of such defense unless the Indemnifying Party (i) shall have acknowledged in writing to the basis for, and nature of, such claim, including Indemnifying Party its unqualified obligation to indemnify the facts constituting the basis for such claim, Indemni- fied Party as provided in this Article V and (ii) the estimated amount potential Losses related to such third party claim are reasonably expected to exceed the Basket but not exceed the Cap. If the Indemnifying Party elects to assume the defense of Indemnifiable Losses that have been any third party claim, it shall as promptly as practicable (and in any event within fifteen (15) days (or reasonably will be sustained by sooner, if the nature of the third party claim so requires)) following notice in accordance with the first sentence of this Section 5.2(d)(i) notify the Indemnified Party of its intent to do so, acknowledge in connection with such claim. In writing to the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third indemnified party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated its unqualified obligation to indemnify the Indemnified Party with respect to such Third Party Claim as provided hereunder, and provide written assurance to the extent indemnified party that it has adequate financial resources to defend the Indemnifying Party is prejudiced by indemnified party against such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claimthird party claim. If the Indemnifying Party elects not to assume the defense of any third party claim, fails to notify the Indemnified Party of its election as herein provided, contests its obligations to indemnify the Indemnified Party for such Third Losses under this Agreement or fails to provide adequate assurance to the Indemnified Party Claimthat it has adequate financial resources to defend against such third party claim, the Indemnified Party may control and defend such third party claim; provided that the Indemnified Party shall keep the Indemnifying Party reasonably and as promptly as practicable apprised of the status of such third party claim and use reasonable efforts to allow the Indemnifying Party to participate therein at its own expense. (ii) If the Indemnifying Party shall assume the defense thereof of any third party claim, the Indemnified Party may participate at his, her or its own expense, in the defense of such third party claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying PartyParty if (i) requested by the Indemnifying Party to participate, provided that (ii) counsel to the Indemnified Party shall not agree have advised the Indemnified Party that a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable, (iii) the named parties to any compromise such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party or (iv) the amount of the monetary recovery is reasonably expected to exceed the amount the Indemnifying Party is otherwise obligated to provide indemnification for under this Agreement. The Parties shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party claim. Notwithstanding anything in this Section 5.2(d) to the contrary, neither the Indemnifying Party nor, in the case of a third party claim for which the Indemnifying Party has may be liable under this Agreement, the Indemnified Party shall, without the written consent of the other party, settle or compromise any third party claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all Liability in respect of the third party claim and such settlement, compromise or judgment does not consented involve any non-monetary penalty or admission of fault or Liability on the part of the Indemnified Party or its Affiliates. (iii) Notwithstanding anything herein to the contrary, the foregoing provisions of Section 5.2(d) shall not apply with respect to any third-party claim with respect to Taxes (which shall be governed by the following procedures). Each Party shall have the exclusive right to control and conduct any third-party claim in writing respect of Taxes of or imposed on such Party or any of its Affiliates; provided, that if a third-party claim includes or would reasonably be expected to include both a claim in respect of Taxes for which the Seller Parties are responsible under Section 5.2(a) (collectively, “Seller Taxes”) and a claim for Taxes that are not Seller Taxes, and such claim for Taxes that are Seller Taxes is not separable from such claim for Taxes that are not Seller Taxes, the Seller (if the claim for Taxes that are Seller Taxes exceeds or reasonably would be expected to exceed in amount the claim for Taxes that are not Seller Taxes) or otherwise the Buyer (the Seller or the Buyer, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such third-party claim (such third-party claim, a “Tax Claim”); provided, however, that the other party (the “Non-Controlling Party”) shall be entitled to participate (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the prior written consent of such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). The reasonable costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned among the Seller Parties, on the one hand, and the Buyer, on the other hand, based on the relative amounts of the Tax Claim that are Seller Taxes and that are not Seller Taxes.

Procedure. (a) Any Indemnified Party Buyer Indemnitee or Seller Indemnitee seeking indemnification under this Article VII hereunder (an “Indemnified Party”) shall give a written notice (a “Claim NoticeNotice of Claim”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including specifying the facts constituting the basis for such its claim, the applicable provision(s) of this Agreement upon which the Indemnified Party relies for its demand and (ii) a good faith estimate of the estimated amount of Indemnifiable Losses that the claim, to the person(s) or entity(ies) from whom indemnification is sought hereunder (an “Indemnifying Party”). If the claim is not a Third Party Claim, the Indemnifying Party shall have been or reasonably will be sustained ten (10) calendar days after delivery of the Notice of Claim to notify the Indemnified Party in writing of the nature and basis of its objection, if any, to the asserted claim for indemnification. If no such objection is received by the Indemnified Party in connection with such claimwithin ten (10) calendar days after delivery of the Notice of Claim, the claim shall be deemed to be allowed. In If an objection is received by the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party within ten (10) calendar days after delivery of the Notice of Claim, the Parties shall resolve the dispute in accordance with respect to which such Section 6.05. (b) If an Indemnified Party is seeking indemnification because of a claim asserted by any claimant other than an Indemnified Party, the Indemnified Party shall deliver a Notice of Claim to the Indemnifying Party promptly after such assertion is actually known to the Indemnified Party; provided, however, that the right of a Buyer Indemnitee or Seller Indemnitee, as the case may claim indemnification under Section 7.1 be, to be indemnified hereunder in respect of claims made or alleged by any such claimant (a “Third Party Claim”)) shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is materially prejudiced thereby. (i) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to assume and conduct the defense of the Third Party Claim with counsel reasonably acceptable to the Indemnified Party; provided that: (t) such Third Party Claim is not asserted by any of the Material Customers or Material Suppliers; (u) such Third Party Claim is not asserted by any Governmental Authority; (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party; (w) such Third Party Claim does not involve any potential criminal liability or the potential for a finding or admission of criminal wrongdoing; (x) the Third Party Claim solely seeks (and continues to solely seek) monetary damages which are not reasonably expected to be in excess of the Indemnifying Party’s remaining indemnity obligations hereunder and does not seek an injunction or other equitable relief; (y) no conflict of interest arises that, under applicable principles of legal ethics, in the reasonable judgment of counsel to the Indemnified Party, would prohibit a single counsel from representing both the Indemnifying Party and the Indemnified Party shall give in connection with the Indemnifying Party written notice within ten Business Days of receiving written notice defense of such Third Party Claim. If ; and (z) the Indemnifying Party notifies the Indemnified Party fails to provide each such notice in writing within such time periodten (10) days after the Indemnified Party has given Notice of Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third Party Claim with its own counsel at its own expense; provided, however, that if (A) any of the conditions described in subclauses (t), (u), (v), (w), (x), (y) and (z) above fails to occur or ceases to be obligated satisfied, or (B) the Indemnifying Party fails to indemnify take reasonable steps necessary to defend actively and diligently such Third Party Claim in the reasonable judgment of the Indemnified Party, then the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense (subject to the limitations set forth herein). (ii) If the Indemnifying Party elects not to defend the Indemnified Party with respect to such Third Party Claim Claim, or fails to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party of such election within thirty ten (3010) calendar days after receipt of the Notice of Claim, the Indemnified Party shall have the right, at its option, to assume and control defense of the matter in such notice manner as to whether it may deem reasonably appropriate, and the Indemnifying Party will assume be liable for all reasonable costs or expenses paid or incurred in connection with such defense (subject to the limitations set forth herein). (iii) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Party Claim. If Claim (it being understood that, subject to the Indemnifying Party assume the defenseremaining terms of this Section 6.04(b), (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree control such defense); provided, however, that such Indemnified Party shall be entitled to participate in any compromise such defense with one separate counsel at the expense of the Indemnifying Party (provided that the expenses of such counsel shall be limited to the fees of such counsel and reasonable out of pocket expenses incurred by such counsel) if (i) there are legal defenses available to an Indemnified Party that are different from or settlement additional to which those available to the Indemnifying Party or (ii) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying arty. The Buyer and the Seller agree to reasonably cooperate and provide reasonable access to such documents and information as may be reasonably requested by the Indemnifying Party in connection with the defense, negotiation or settlement of any such Third Party Claim. (iv) The Indemnifying Party, if it has not consented to assumed the defense of any Third Party Claim as provided in writing this Agreement, may not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such ), consent to a settlement or compromise includes only of, or the payment entry of monetary damages which shall be paid any judgment arising from, any such Third Party Claim that (A) does not include as an unconditional term thereof the giving by the Indemnifying Party and includes a release of claimant or the plaintiff to the Indemnified Party of a complete release from all Liability liability in respect of such Third Party Claim. If requested , does not provide for any relief other than monetary damages which are paid solely by the Indemnifying Party, and does not involve any finding or admission of any violation of law or admission of any wrongdoing by the Indemnified Party will, at or (B) the cost and expense of the Indemnifying Party, provide reasonable cooperation Indemnified Party has provided prior written consent to the Indemnifying Party in defending such Third to do so. The Indemnified Party Claim. If shall not have the Indemnifying Party elects not right to assume the defense of such settle any Third Party Claim, the defense of which has not been assumed by the Indemnifying Party or which is otherwise being defended by the Indemnified Party may assume in accordance with the defense thereof at terms of this Section 6.04(b), without the expense prior written consent of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed). (v) Each of the Parties shall and shall cause their Affiliates (and their respective officers, directors, employees, consultants and agents) to make available to the other Parties all relevant information in his, her or its possession relating to any such Third Party Claim which is being defended by the other Party and shall otherwise reasonably cooperate in the defense thereof.

Procedure. Any Indemnified Party seeking (i) If a party hereto seeks indemnification under this Article VII VIII, such party (the “Indemnified Party”) shall give written notice to the other party(ies) (a the “Claim NoticeIndemnifying Party”) promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its Liabilities hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. The Claim Notice In that regard, if any action, lawsuit, proceeding, investigation or other claim shall include a description in reasonable detail of (i) the basis forbe brought or asserted by any third party which, and nature ofif adversely determined, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by would entitle the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnity pursuant to Article VIII, the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice the same in writing, specifying in detail the basis of such Third Party Claim. If claim and the facts pertaining thereto and thereafter, the Indemnified Party fails shall deliver to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify Party, promptly after the Indemnified Party’s receipt thereof and the Indemnifying Party’s reasonable request therefor, copies of all notices and documents (including court papers) received by the Indemnified Party with respect relating to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partya third party claim. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as be entitled to whether the Indemnifying Party will assume control the defense of such Third action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at the Indemnifying Party’s option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense with a nationally recognized reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first verify and commit in writing to the Indemnified Party Claim. that the Indemnifying Party agrees to be fully responsible (with no reservation of rights) for all Losses relating to such claims to the extent provided for in this Article VIII (but not subject to the Basket or Cap), and that it will provide full indemnification to the Indemnified Party for all Losses relating to such claim to the extent provided for in this Article VIII (but not subject to the Basket or Cap). (ii) Notwithstanding any provision herein to the contrary, the Indemnifying Party shall not have the right to assume control of such defense, if the claim which the Indemnifying Party seeks to assume control (a) seeks non-monetary relief, (b) involves a claim to which the Indemnified Party reasonably and in good faith believes an adverse determination would materially injure or adversely affect the Indemnified Party’s reputation or future business prospects, (c) involves criminal or quasi-criminal allegations, or (d) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (iii) If the Indemnifying Party is permitted to assume and control the defensedefense of a third party claim and elects to do so, (x) the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such defense and to engage separate counsel employed by the Indemnified Party shall be at the expense of its own choosing at its own cost and expense and the Indemnified Party unless (yi) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (ii) the Indemnifying Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party. (iv) If the Indemnifying Party shall not agree to control the defense of any compromise or settlement to which such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed) unless before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or compromise includes only cessation, injunction or other equitable relief will be imposed against the payment of monetary damages which shall be paid by the Indemnifying Party and includes a Indemnified Party, if such settlement does not expressly unconditionally release of the Indemnified Party from all Liability in Liabilities with respect of to such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost claim and expense all other claims arising out of the Indemnifying Partysame or similar facts and circumstances, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)with prejudice.

Procedure. Any Indemnified Party A Person seeking indemnification under this Article VII Section 13.2 (the “Indemnified Party”) in respect of a Third Party Claim shall give written notice within thirty (a “Claim Notice”30) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail days of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice first knowledge of such Third Party Claim. If Claim to the Indemnified Party fails from which recovery is sought (the “Indemnifying Party”), provided that any failure to provide each such notice within such time period, period shall not relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party of its obligations of indemnification with respect to such Third Party Claim unless and solely to the extent the Indemnifying Party is materially prejudiced by such delay, and shall permit the Indemnifying Party to assume direction and control of the defense of the Third Party Claim, provided that the Indemnifying Party is prejudiced by shall act reasonably and in good faith with respect to the defense or settlement of such failure of Third Party Claim as the defense or settlement relates to the Indemnified Party. The Indemnifying Party Indemnified Party, its employees and agents, shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether reasonably cooperate with the Indemnifying Party will assume and its legal representatives in the investigation and defense of such Third Party Claim. If the Indemnifying Party assume the defenseThe foregoing notwithstanding, (x) the Indemnified Party shall have the right to participate in, but not control, the defense of any Third Party Claim, and request separate counsel, with such attorneys’ fees and expenses or litigation to be paid by the Indemnified Party, unless (a) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other Person represented by such counsel in such defense and to engage separate counsel of its own choosing at its own cost and expense and proceedings, or (yb) the Indemnifying Party shall not agree has failed to any compromise assume the defense of the applicable Third Party Claim, and in connection with either clause (a) or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldb) above, conditioned or delayed) unless such settlement or compromise includes only the payment reasonable attorneys’ fees and expenses of monetary damages which litigation shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party ClaimParty. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to Neither the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that nor the Indemnified Party shall not agree to any compromise settle or settlement to which otherwise resolve such Third Party Claim without the Indemnifying Party has not consented in writing other’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim.

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII 11 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice (a “Claim Notice”) thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimattorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within forty-five (45) days after receipt of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, except with respect to an indemnification obligation for an infringement Claim under Section 11.1.1(d), if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall notify be responsible for the reasonable fees and expenses of one counsel to the Indemnified Party within thirty (30) days after receipt in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such notice as to whether the Indemnifying Party will assume action, suit, proceeding or claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not agree to any settlement of such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party All indemnification claims in respect of any JOT Indemnitee or Aquanova Indemnitee seeking indemnification indemnity under this Article VII shall give written notice Section 13.01 or Section 13.02 (a collectively, the “Claim NoticeIndemnitees” and each an “Indemnitee”) to shall be made solely by the Indemnifying corresponding Party (the “Indemnified Party”). The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the indemnifying Party (the “Indemnifying Party Party”) prompt written notice within ten Business Days (an “Indemnification Claim Notice”) of receiving written notice any Losses or discovery of fact upon which such Third Indemnified Party Claim. If intends to base a request for indemnification under Section 13.01 or Section 13.02, provided, that the failure by the Indemnified Party fails to provide each such prompt notice within such time period, to the Indemnifying Party will not shall only be obligated a bar to indemnify the Indemnified Party with respect to such Third Party Claim recovering Losses to the extent that the Indemnifying Party is can demonstrate that it was actually prejudiced and directly damaged by such failure failure. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party. The Party shall furnish promptly to the Indemnifying Party shall notify copies of all notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. At its option, the Indemnifying Party may assume the defense of any indemnification claim by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Parties receipt of such notice as to whether the Indemnifying Party will assume an Indemnification Claim Notice. The assumption of the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) an indemnification claim by the Indemnifying Party shall not agree be construed as an acknowledgement that the Indemnifying Party is liable to any compromise or settlement to which indemnify the Indemnified Party has not consented to in writing (which consent respect of the indemnification claim, nor shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid its constitute a waiver by the Indemnifying Party and includes a release of any defense it may assert against the Indemnified Party from all Liability in respect of such Third Party ClaimParty’s claim for indemnification. If requested by the Indemnifying Party(version as per September13th, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).2016) / confidential

Procedure. (a) Any Indemnified Party party hereto or any of its Affiliates seeking indemnification under hereunder (in this Article VII context, the "indemnified party") shall give written notice notify the other party (a “Claim Notice”in this context, the "indemnifying party") to in writing reasonably promptly after the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) assertion against the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event indemnified party of any claim, demand, action or proceeding asserted against any Indemnified Party Claim by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “"Third-Party Claim") in respect of which the indemnified party intends to base a Claim for indemnification hereunder, but the failure or delay so to notify the indemnifying party shall not relieve it of any obligation or liability that it may have to the indemnified party except to the extent that the indemnifying party demonstrates that its ability to defend or resolve such Third Party Claim is adversely affected thereby. (i) Subject to the provisions of Sections 14.5(f) below, the indemnifying party shall have the right, upon written notice given to the indemnified party within 30 days after receipt of the notice from the indemnified party of any Third Party Claim”), to assume the Indemnified defense or handling of such Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 14.5(b)(ii) below shall give govern. (ii) The indemnifying party shall select counsel reasonably acceptable to the Indemnifying indemnified party in connection with conducting the defense or handling of such Third Party written notice within ten Business Days Claim, and the indemnifying party shall defend or handle the same in consultation with the indemnified party, and shall keep the indemnified party timely apprised of receiving written notice the status of such Third Party Claim. If The indemnifying party shall not, without the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure prior written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseindemnified party, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such agree to a settlement or compromise includes only of any Third Party Claim The indemnified party shall cooperate with the payment of monetary damages which indemnifying party and shall be paid by entitled to participate in the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect defense or handling of such Third Party Claim. Claim with its own counsel and at its own expense. (i) If requested by the Indemnifying Partyindemnifying party does not give written notice to the indemnified party, the Indemnified Party will, at the cost and expense within 30 days after receipt of the Indemnifying Party, provide reasonable cooperation to notice from the Indemnifying Party in defending such indemnified party of any Third Party Claim. If , of the Indemnifying Party elects not indemnifying party's election to assume the defense or handling of such Third Party Claim, the Indemnified Party may assume provisions of Section 14(c)(ii) below shall govern. (ii) The indemnified party may, at the indemnifying party's expense, select counsel in connection with conducting the defense thereof at or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the expense indemnified party shall keep the indemnifying party timely apprised of the Indemnifying Party, provided that the Indemnified status of such Third Party Claim and shall not agree to any compromise or settlement to which settle such Third Party Claim without the Indemnifying Party has not consented in writing (prior written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party defends or handles such Third Party Claim, conditioned the indemnifying party shall cooperate with the indemnified party and shall be entitled to participate in the defense or delayedhandling of such Third Party Claim with its own counsel and at its own expense. (d) If the indemnified party intends to seek indemnification hereunder, other than for a Third Party Claim, then it shall notify the indemnifying party in writing within sixty (60) days after its discovery of facts upon which it intends to base its Claim for indemnification hereunder, but the failure or delay so to notify the indemnifying party shall not relieve the indemnifying party of any obligation or liability that the indemnifying party may have to the indemnified party except to the extent that the indemnifying party demonstrates that the indemnifying party's ability to defend or resolve such Claim is adversely affected thereby. (e) The indemnified party may notify the indemnifying party with respect to a Claim even though the amount thereof plus the amount of other Claims previously notified by the indemnified party aggregate less than the Threshold. (f) Notwithstanding anything in this Agreement to the contrary, in connection with any Remedial Action, the Losses with respect to which are covered in Section 14.2(e), Buyer and its Affiliates shall have the right, at their election, and regardless of whether a Third Party Claim is involved or not, to manage, administer, direct and regulate all activities relating to the Remedial Action, including, but not limited to, the right to select and direct the activities of contractors, consultants and counsel, to communicate directly, lead discussions and make final agreements with any Governmental Body or any other person or entity, to design and implement the Remedial Action and to defend or handle any Claims relating to the Remedial Action in such manner as they may deem appropriate, in each case with such advice and consultation as Seller may provide, and Buyer and its Affiliates shall give good faith consideration to such advice and consultation. If Buyer or its Affiliates elect to manage the activities relating to the Remedial Action, they shall keep Seller timely apprised of any material event relating to the Remedial Action to allow Seller the opportunity for informed and meaningful participation in the Remedial Action process, and Seller shall be entitled to participate in the activities arising out of the Remedial Action with its own counsel and at its own expense. Each party and its Affiliates shall cooperate with the other party and its Affiliates in good faith in connection with the Remedial Action. Any costs and expenses incurred by Buyer or its Affiliates in connection with the Remedial Action shall be promptly reimbursed by Seller upon demand, or promptly paid by Seller directly, at the option of Buyer or its Affiliates.