Common use of Procedures Relating to Indemnification for Third Party Claims Clause in Contracts

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf of itself and its respective BioMarin Indemnitees or Alliant Indemnitees (each such Person, an “Indemnitee”), agrees to provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder except to the extent that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf (a) Any Indemnified Party making a claim for indemnification pursuant to this Article VIII for any third party claim shall deliver an Indemnification Notice to the Indemnifying Party promptly (but in no event more than thirty (30) days) after becoming aware of itself and its respective BioMarin Indemnitees or Alliant Indemnitees any Proceeding against the Indemnified Party by a third party (each such Person, an a “IndemniteeThird Party Claim”), agrees to provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that any failure on the part of the Indemnified Party to give such notification so notify the Indemnifying Party shall not affect each applicable Indemnitee’s entitlement to indemnification (or limit any of the corresponding indemnifying Party’s indemnification obligations) hereunder obligations of the Indemnifying Party under this Agreement except to the extent that the indemnifying such Indemnifying Party shall have been is actually and materially prejudiced as a result by reason of such failure. The indemnifying Indemnification Notice shall reasonably set forth the specific facts and circumstances, in reasonable detail (to the extent then reasonably known), giving rise to the claim, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known and, to the extent known, the method of calculation of such amount) that the Indemnified Party has suffered, sustained or incurred, or expects to suffer, sustain or incur, and the specific Section(s) of this Agreement upon which the Indemnified Party is relying in seeking such indemnification and such other information with respect thereto as the Indemnifying Party may reasonably request, and a copy of all pleadings and correspondence to or from any third party related thereto, if available. Any Indemnifying Party shall have be entitled to participate in the initial right (but not obligation) to defend, settle or otherwise dispose defense of any Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense of any Third Party Claim against an Indemnified Party with respect to which the Indemnifying Party is, or could be determined to be, obligated to indemnify, defend and hold harmless the Indemnified Party pursuant to this Agreement by appointing counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense, to be the lead counsel in connection with such defense; provided that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for which an Indemnitee intends such purpose (provided that notwithstanding anything herein to assert a right the contrary other than the immediately following sentence, the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party); provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim (and the Indemnified Party shall assume defense thereof and all reasonable attorneys’ fees and expenses relating thereto shall constitute Losses subject to indemnification under this Agreement as contemplated hereunder) if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding involving actions by any Indemnified Party or any other Proceeding by a Governmental Entity involving any Indemnified Party, (ii) the preceding sentence ifThird Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses a substantial portion of which are in excess of the applicable limitations on liability, if any, to Sellers’ indemnification obligations set forth in Section 8.4 with respect to such Third Party Claim, and Sellers and Guarantors do not waive the applicability of such limitations on liability (such that Sellers and Guarantors assume liability for so long asall Losses in respect of such Third Party Claim), (iv) the Indemnified Party reasonably believes (based on the advice of counsel) that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another and, as a result, the indemnifying Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim, (v) the Indemnifying Party has recognized failed or is failing to defend in a good faith the Third Party Claim, (vi) the Indemnifying Party has not acknowledged in writing that such Third Party Claim is subject to, and Indemnified Party is entitled to, indemnification pursuant to this Article VIII (provided, however, that such acknowledgment shall not include any waiver or statement regarding the merits of the Third Party Claim itself), or (vii) the Indemnifying Party fails to give written notice to that it will assume the Indemnitee provided defense of such Third Party Claim within thirty (30) days after delivery of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such ClaimIndemnified Party’s Indemnification Notice in accordance with Section 11.6 and this Section 8.6(a); provided, however, that in the case of clause (vi) or (vii), if at any point during the indemnifying Party assumes control of the defense, settlement or disposition defense of a ClaimThird Party Claim that an Indemnifying Party was not entitled to assume due to clause (vi) or (vii) hereof, the indemnifying Indemnifying Party subsequently acknowledges in writing the matters contemplated therein, then the Indemnifying Party shall obtain be entitled from and after the written consent time of each applicable Indemnitee prior to ceasing to defendsuch acknowledgment, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf (a) In the event indemnification is sought for a claim arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any Person not a party to this Agreement (each such Person, an “Indemnitee”a "Third Party Claim"), agrees the Buyer Indemnitee or Seller Indemnitee, whichever is making the claim for indemnification (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") of such claim as provided below. Failure to provide promptly notify the indemnifying Indemnifying Party prompt shall not relieve such Indemnifying Party from any liability it may have under Article IX, except to the extent such Indemnifying Party shall have been prejudiced by such failure; provided, that any costs and expenses (including the fees and expenses of any consultants, attorneys, accountants or other Persons) incurred by such Indemnified Party prior to the date of such notice shall be solely for the account for the Indemnified Party and not the Indemnifying Party. In order for an Indemnified Party to be entitled to the indemnification provided for under this Agreement in respect of a Third Party Claim, such Indemnified Party must notify (the "Indemnification Notice") the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim within fifteen (15) days after receipt by such Indemnified Party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Indemnifying Party shall have been materially prejudiced as a result of such failurefailure in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought thereby. The indemnifying Thereafter, the Indemnified Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice deliver to the Indemnitee provided Indemnifying Party, within thirty five days after the Indemnified Party's receipt thereof, copies of all notices and documents (30including court papers) days of such written notice its obligation to indemnify received by the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) Indemnified Party relating to such the Third Party Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party (each such Person, an “Indemnitee”a "Third-Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party prompt Claim within 15 days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third-Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually and materially prejudiced as a result of such failure. The Thereafter, the indemnified party shall deliver to the indemnifying party, within 3 business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third-Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party will be entitled to participate in a written notice the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claimindemnified party; provided, however, that if CMI shall not be entitled to assume the indemnifying defense of any Third-Party assumes control of Claim for Taxes with respect to a period ending after the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the ClaimClosing Date. If the indemnifying Party fails party assumes such defense, the indemnified party shall have the right to state participate in a written notice during the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such thirty defense. Nothwithstanding the foregoing, if the named parties to any such claim or proceeding include both such indemnified party and the indemnifying party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, then the indemnifying party shall pay the fees and expenses of one separate counsel for the indemnified party (30) day period its willingness in which case, if such indemnified party informs the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim or proceeding on behalf of such indemnified party). If the indemnifying party chooses to defend or prosecute any Third-Party Claim, all 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. The indemnifying party shall not settle any Third-Party Claim against the indemnified party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. So long as the indemnifying party is in good faith defending any Third-Party Claim, the BioMarin Indemnitee(s) indemnified party shall not compromise or Alliant Indemnitee(s)settle such claim without the prior written consent of the indemnifying party, as the case may be, which consent shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2not be unreasonably withheld.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "THIRD PARTY CLAIM"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 10 business days after receipt by such indemnified party of written notice of any actionthe Third Party Claim; PROVIDED, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, howeverHOWEVER, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claimdefense thereof with counsel selected by the indemnifying party; providedPROVIDED, howeverHOWEVER, that if such counsel is not reasonably objected to by the indemnified party. Should the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, indemnifying party shall have the right to defend, settle or otherwise dispose of such Claim, subject not be liable to the applicable provisions indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel due to a mutually agreed upon conflict of Section 13.1 or 13.2.80 72

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under Section 5.3(a) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "Third Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 30 calendar days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of party; provided that such counsel is not reasonably objected to by the defense, settlement or disposition of a Claim, indemnified party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party for separate counsel in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle at its own 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 fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). 15 12 If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or otherwise dispose of such Claimprosecution thereof, subject to the applicable provisions other party's confidentiality obligations under this Agreement. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for an Indemnified Person to be entitled to any indemnification provided for under this ARTICLE 7 in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any third-party against the Indemnified Person (each such Person, an a “IndemniteeThird-Party Claim”), agrees to such Indemnified Person must provide the indemnifying Indemnifying Person with a Claim Notice regarding the Third-Party prompt Claim promptly and in any event within thirty (30) days after receipt by such Indemnified Person of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third-Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except except, and solely to the extent that that, the indemnifying Party Indemnifying Person shall have been actually and materially prejudiced as a result of such failure; provided, further that only VBF, or VBF’s successors or assigns, may make claims on behalf of VBF. The indemnifying If a Third-Party shall have Claim is made against an Indemnified Person, the initial right (but not obligation) Indemnifying Person will be entitled to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and, and for if it so long aschooses, to assume the indemnifying Party has recognized in a written notice to defense thereof with counsel selected by the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such ClaimIndemnifying Person; provided, however, that if the indemnifying Party assumes control any such assumption of the defense, settlement or disposition defense by the Indemnifying Person shall constitute an acknowledgement and acceptance by the Indemnifying Person of a Claim, its obligation to indemnify the indemnifying Party shall obtain the written consent Indemnified Person for all Losses arising out of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the such ThirdParty Claim. If the indemnifying Third-Party fails Claim includes allegations for which the Indemnifying Person both would and would not be obligated to state indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in a written notice during such thirty (30) day period its willingness to that case jointly assume the defense thereof. If in the reasonable good faith opinion of any Indemnified Person a conflict of interest exists in respect of such claim (including that the Indemnified Person has defenses available to it that may conflict with those of the Indemnifying Person), such Indemnified Person shall have the right to employ separate counsel to represent such Indemnified Person and in that event the legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof shall be paid by the Indemnifying Person. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. The Indemnified Person shall cooperate with the Indemnifying Person in the defense or settlement thereof, and the Indemnifying Person shall reimburse the Indemnified Person for all its reasonable out-of-pocket expenses in connection therewith. The Indemnifying Person shall not, in the defense of a third party claim, make any payment of any of such claims, consent to the entry of any judgment or enter into any settlement with respect to any third party claim without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed) unless the judgment or proposed settlement (i) involves only the payment of money damages and does not involve any finding or admission of any violation of Law, (ii) includes, as an unconditional term thereof, a release of such Indemnified Person given by the claimant or the plaintiff from any liabilities arising from such Third Party Claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Person or result in an admission of any wrongdoing by the BioMarin Indemnitee(s) or Alliant Indemnitee(s)Indemnified Person. If the Indemnifying Person fails to vigorously defend the Third Party Claim, as then the case may be, shall Indemnified Person will have the right to defend, settle at the sole cost and expense of the Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person (with the consent of the Indemnifying Person, which consent will not be unreasonable withheld conditioned or otherwise dispose of such Claimdelayed), subject but only to the applicable provisions of Section 13.1 or 13.2extent that the Indemnified Person is entitled to indemnification pursuant to this ARTICLE 7.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any other person, on behalf of itself and its respective BioMarin Indemnitees firm, governmental authority or Alliant Indemnitees corporation (each such Person, an “Indemnitee”a "Third Party Claim"), agrees the Indemnified Party must provide an Indemnification Notice to provide the indemnifying Indemnifying Party prompt relating to the Third Party Claim within thirty (30) days after receipt by such Indemnified Party of written notice of any actionthe Third Party Claim. Thereafter, claimthe Indemnified Party shall deliver to the Indemnifying Party, demandwithin five (5) business days after the Indemnified Party's receipt thereof, discovery copies of fact, proceeding or suit all notices and documents (collectively, a “including court papers) received by the Indemnified Party relating to the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that . The failure to give provide such notification notice or deliver such copies to the Indemnifying Party in a timely manner shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder underlying indemnity claim except to the extent that the indemnifying Indemnifying Party is materially prejudiced thereby. If a Third Party Claim is made against the Indemnified Party, the Indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) be entitled to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and, if the Indemnifying Party so chooses and for so long as, the indemnifying Party has recognized acknowledges in a written notice to the Indemnitee provided within thirty (30) days of such written notice writing its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as Indemnified Party therefor, to assume the case may be) relating defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to such Claim; provided, however, that if the indemnifying Indemnified Party. Should the Indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof as long as the case may beIndemnifying Party continues to defend actively and in good faith such claim. If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to defendparticipate in the defense thereof and to employ counsel, settle at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or otherwise dispose settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim, subject with the out-of-pocket expenses of all such cooperation requested by the Indemnifying Party, if any, to be borne by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the applicable provisions entry of Section 13.1 judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnifying Party's defense, compromise, settlement or 13.2consent to judgment.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for an Indemnified Person to be entitled to any indemnification provided for under this ARTICLE 7 in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any third-party against the Indemnified Person (each such Person, an a “IndemniteeThird-Party Claim”), agrees to such Indemnified Person must provide the indemnifying Indemnifying Person with a Claim Notice regarding the Third-Party prompt Claim promptly and in any event within thirty (30) days after receipt by such Indemnified Person of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third-Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except except, and solely to the extent that that, the indemnifying Party Indemnifying Person shall have been actually and materially prejudiced as a result of such failure; provided, further that only Seller, or Seller’s successors or assigns, may make claims on behalf of Seller. The indemnifying If a Third-Party shall have Claim is made against an Indemnified Person, the initial right (but not obligation) Indemnifying Person will be entitled to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and, and for if it so long aschooses, to assume the indemnifying Party has recognized in a written notice to defense thereof with counsel selected by the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such ClaimIndemnifying Person; provided, however, that if the indemnifying Party assumes control any such assumption of the defense, settlement or disposition defense by the Indemnifying Person shall constitute an acknowledgement and acceptance by the Indemnifying Person of a Claim, its obligation to indemnify the indemnifying Indemnified Person for all Losses arising out of such Third-Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Third-Party fails Claim includes allegations for which the Indemnifying Person both would and would not be obligated to state indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in a written notice during such thirty (30) day period its willingness to that case jointly assume the defense thereof. If in the reasonable good faith opinion of any Indemnified Person a conflict of interest exists in respect of such claim (including that the Indemnified Person has defenses available to it that may conflict with those of the Indemnifying Person), such Indemnified Person shall have the right to employ separate counsel to represent such Indemnified Person and in that event the legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof shall be paid by the Indemnifying Person. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. The Indemnified Person shall cooperate with the Indemnifying Person in the defense or settlement thereof, and the Indemnifying Person shall reimburse the Indemnified Person for all its reasonable out-of-pocket expenses in connection therewith. The Indemnifying Person shall not, in the defense of a third party claim, make any payment of any of such claims, consent to the entry of any judgment or enter into any settlement with respect to any third party claim without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed) unless the judgment or proposed settlement (i) involves only the payment of money damages and does not involve any finding or admission of any violation of Law, (ii) includes, as an unconditional term thereof, a release of such Indemnified Person given by the claimant or the plaintiff from any liabilities arising from such Third Party Claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Person or result in an admission of any wrongdoing by the BioMarin Indemnitee(s) or Alliant Indemnitee(s)Indemnified Person. If the Indemnifying Person fails to vigorously defend the Third Party Claim, as then the case may be, shall Indemnified Person will have the right to defend, settle at the sole cost and expense of the Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person (with the consent of the Indemnifying Person, which consent will not be unreasonable withheld conditioned or otherwise dispose of such Claimdelayed), subject but only to the applicable provisions of Section 13.1 or 13.2extent that the Indemnified Person is entitled to indemnification pursuant to this ARTICLE 7.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.1 which shall be governed by Section 11.9) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "Third Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 10 business days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indem nified party failed to give such notice). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of party; provided that such counsel is not reasonably objected to by the defense, settlement or disposition of a Claim, indemnified party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnify ing party shall control such defense. The indemnifying party shall be liable for the fees and expenses of such counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, subject to all of the applicable provisions of Section 13.1 indemnified parties shall cooperate with the indemnifying party in the defense or 13.2.prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "THIRD PARTY CLAIM"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 10 business days after receipt by such indemnified party of written notice of any actionthe Third Party Claim; PROVIDED, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, howeverHOWEVER, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemni fied party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claimdefense thereof with counsel selected by the indemnifying party; providedPROVIDED, howeverHOWEVER, that if such counsel is not reasonably objected to by the indemnified party. Should the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, as unless the case may beindemnified party retains its own counsel due to a mutually agreed upon conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own expense, separate from the counsel employed by the indemnifying party, it being 70 understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of such counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, subject all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the applicable provisions indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "Third Party Claim"), agrees such indemnified party must give notice to provide the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within five (5) Business Days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; the Third Party Claim; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failure. The Thereafter, the indemnified party shall deliver to the indemnifying party, within two (2) Business Days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice the defense thereof and, if it so chooses, to assume the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. If the indemnifying party so elects to assume the defense of such any Third Party Claim, subject all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the applicable provisions indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indem­ nified party shall agree to any settlement, compromise or discharge of a Third Party Claim which 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 Third Party Claim and which releases the indemnifying party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. Each Party(a) In order for a party to be entitled to any indemnification provided for under this Agreement (the “indemnified party”) (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an a “IndemniteeThird Party Claim”), agrees such indemnified party must notify the party under this Agreement who may be responsible for indemnification in respect of such claim or demand (the “indemnifying party”) in writing (which notice shall specify in reasonable detail the events giving rise to provide such Third Party Claim, the indemnifying amount of Losses accrued by the indemnified party or the amount of Losses that the indemnified party reasonably anticipates it will have to pay, and the specific representation, warranty or covenant on which such Third Party prompt Claim is based) of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to any indemnification (or the corresponding indemnifying Party’s indemnification obligations) obligations provided hereunder except to the extent that the indemnifying Party party shall have been actually and materially prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying Party shall have party, promptly after the initial right indemnified party’s receipt thereof, copies of all notices and documents (but not obligationincluding court papers) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, extent received by the indemnifying Party has recognized in a written notice indemnified party relating to the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Third Party Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an a “IndemniteeThird Party Claim”), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 10 business days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice the defense thereof and, if it so chooses, to assume the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify defense thereof with counsel selected by the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claimindemnifying party; provided, however, that if such counsel is not reasonably objected to by the indemnified party. Should the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, as unless the case may beindemnified party retains its own counsel due to a mutually agreed upon conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own 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 fees and expenses of such counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, subject all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the applicable provisions indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent; provided, however, that to the extent the indemnified party enters into any settlement or consents to any judgment without the indemnifying party’s prior written consent, such indemnifying party will not be obligated to indemnify the indemnified party hereunder.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party (each such Person, an “Indemnitee”a "Third-Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party prompt Claim within 15 days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third-Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually and materially prejudiced as a result of such failure. The Thereafter, the indemnified party shall deliver to the indemnifying party, within 5 business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. If a 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 and reasonably satisfactory to the indemnified 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 legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and to employ counsel, and for so long asat its own expense, separate from the 40 51 counsel employed by the indemnifying Party has recognized in a written notice to party, it being understood that the Indemnitee provided within thirty (30) days of indemnifying party shall control such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claimdefense; provided, however, that if such indemnified party shall pay the fees and expenses of such counsel unless the named parties to any such claim or proceeding include both such indemnified party and the indemnifying Party assumes control party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case, if such indemnified party informs the indemnifying party in writing that it elects to employ separate counsel at the expense of the defense, settlement or disposition of a Claimindemnifying party, the indemnifying Party party shall obtain not have the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness right to assume the defense of such claim or proceeding on behalf of such indemnified party), it being understood that the indemnifying party shall not, in connection with any one claim or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute any Third-Party Claim, all 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. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim, the BioMarin Indemnitee(s) indemnified party shall not admit any liability with respect to, or Alliant Indemnitee(ssettle, compromise or discharge, such Third-Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf (a) Any Indemnified Party making a claim for indemnification pursuant to this ARTICLE VIII for any Third Party Claim shall deliver an Indemnification Notice to the Indemnifying Party promptly (but in no event more than thirty (30) days) after becoming aware of itself and its respective BioMarin Indemnitees or Alliant Indemnitees any Proceeding against the Indemnified Party by a third party (each such Person, an a “IndemniteeThird Party Claim”), agrees to provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that any failure on the part of the Indemnified Party to give such notification so notify the Indemnifying Party shall not affect each applicable Indemnitee’s entitlement to indemnification (or limit any of the corresponding indemnifying Party’s indemnification obligations) hereunder obligations of the Indemnifying Party under this Agreement except to the extent that the indemnifying such Indemnifying Party shall have been is actually and materially prejudiced as a result by reason of such failure. The indemnifying Indemnification Notice shall reasonably set forth the specific facts and circumstances, in reasonable detail (to the extent then reasonably known), giving rise to the claim, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known and, to the extent known, the method of calculation of such amount) that the Indemnified Party has suffered, sustained or incurred, or expects to suffer, sustain or incur, and the specific Section(s) of this Agreement upon which the Indemnified Party is relying in seeking such indemnification and such other information with respect thereto as the Indemnifying Party may reasonably request, and a copy of all pleadings and correspondence to or from any third party related thereto, if available. Any Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense of any Third Party Claim against an Indemnified Party with respect to which the Indemnifying Party is, or could be determined to be, obligated to indemnify, defend and hold harmless the Indemnified Party pursuant to this Agreement by appointing a reputable counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense, to be the lead counsel in connection with such defense; provided, that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided, that notwithstanding anything herein to the contrary other than the immediately following sentence, the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party); provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim (and the Indemnified Party shall assume defense thereof and all reasonable attorneys’ fees and expenses relating thereto shall constitute Losses subject to indemnification hereunder) if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding or any other Proceeding by a Governmental Entity, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the applicable limitations on liability, if any, to Sellers’ indemnification obligations set forth in Section 8.4 with respect to such Third Party Claim, and Sellers and Guarantor do not waive the applicability of such limitations on liability (such that Sellers and Guarantor assume liability for all Losses in respect of such Third Party Claim), (iv) the Indemnified Party reasonably believes (based on the advice of counsel) that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another and, as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim, (v) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it that conflict with or are in addition to those available to the initial right (but not obligation) to defendIndemnifying Party, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated and, in the preceding sentence ifreasonable judgment of counsel to the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party, (vi) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim; (vii) the Indemnifying Party has not acknowledged in writing that such Third Party Claim is subject to, and for so long asIndemnified Party is entitled to, indemnification pursuant to this ARTICLE VIII (provided however that such acknowledgment shall not include any waiver or statement regarding the indemnifying merits of the Third Party has recognized in a Claim itself), or (viii) the Indemnifying Party fails to give written notice to that it will assume the Indemnitee provided defense of such Third Party Claim within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claim; provided, however, that if the indemnifying Party assumes control after delivery of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state Indemnified Party’s Indemnification Notice in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(saccordance with Section 11.6 and this Section 8.6(a), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf of itself and its respective BioMarin Indemnitees With respect to any matter for which an Indemnified Party is entitled to indemnification from an Indemnifying Party under this Article VI that relates to a Proceeding or Alliant Indemnitees Claim by a third party (each such Person, an a “IndemniteeThird Party Claim”), agrees to the Indemnified Party shall provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder except to the extent that the indemnifying Indemnifying Party shall have been prejudiced as a result Notice of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Third Party Claim promptly after receiving written notification of such Proceeding or Claim; provided, however, that if any failure to give such notification on a timely basis shall not relieve the indemnifying Indemnifying Party assumes control of its obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide or delay in providing actually and materially prejudices the ability of the defense, settlement or disposition Indemnifying Party to defend against such Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim that is the subject of a notice given by the Indemnified Party pursuant to this Section 6.4. In addition, upon written notice given by the Indemnified Party twenty (20) days of the notice of such Third Party Claim, the indemnifying Indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall will have the right to defenddefend the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. In such event, settle the Indemnified Party may retain separate co-counsel at the cost of the Indemnifying Party and participate in the defense of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party will not consent to the entry of any judgment or otherwise dispose enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party unless such Claimjudgment, compromise or settlement (i) provides for the payment of money as sole relief for the claimant and (ii) subject to the applicable provisions making of such payment, results in the full and general release of all Indemnified Parties from all liabilities arising from or relating to the Third Party Claim. The Indemnifying Party will not be bound by the entry of any judgment consent to, or any compromise or settlement effected, without its prior written consent. If the Indemnifying Party does not deliver the notice contemplated by this Section 13.1 6.4 within twenty (20) days after the Indemnifying Party has received notice of the Third Party Claim pursuant to this Section 6.4, the Indemnified Party may defend, and may consent to the entry of any judgment or 13.2enter into any compromise or settlement with respect to, the Third Party Claim, and the Indemnifying Party shall be permitted to participate in such defense at its sole cost and expense.

Procedures Relating to Indemnification for Third Party Claims. Each Party(a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any third party against the indemnified party (each such Person, an a “IndemniteeThird Party Claim”), agrees to provide such indemnified party must notify the indemnifying party in writing (which notice shall specify in reasonable detail the events giving rise to such Third Party prompt Claim, the amount of Losses accrued by the indemnified party or the amount of Losses that the indemnified party reasonably anticipates it will have to pay, and the specific representation, warranty or covenant on which such Third Party Claim is based), of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asThereafter, the indemnifying Party has recognized in a written notice indemnified party shall deliver to the Indemnitee provided within thirty indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (30including court papers) days of such written notice its obligation to indemnify received by the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) indemnified party relating to such the Third Party Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf of itself and its respective BioMarin Indemnitees or Alliant Indemnitees (each such Person, an “Indemnitee”), agrees In order for a party to provide the indemnifying Party prompt written notice of be entitled to any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this AgreementAgreement (other than under Section 11(a)) involving a claim or demand made by any third party against the indemnified party (a "Third Party Claim"), the indemnified party shall notify the indemnifying party in writing of the Third Party Claim, and deliver to the indemnifying party copies of all notices and documents accompanying or constituting the Third Party Claim, within five business days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder provided hereunder, except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asThereafter, the indemnifying Party has recognized in a written notice indemnified party shall deliver to the Indemnitee provided indemnifying party, within thirty five business days after the indemnified party's receipt thereof, copies of all notices and documents (30including court papers) days of such written notice its obligation to indemnify received by the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) indemnified party relating to such the Third Party Claim; provided, however, however that if failure to deliver such copies 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. If a Third Party assumes control of the defense, settlement or disposition of a ClaimClaim is made against an indemnified party, the indemnifying Party shall obtain party will be entitled to participate in the written consent of each applicable Indemnitee prior defense thereof and, if it so chooses, to ceasing to defend, settling or otherwise disposing of assume the Claim. If defense thereof with counsel selected by the indemnifying Party fails party and reasonably satisfactory to state in a written notice during such thirty (30) day period its willingness the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, which election must be made within ten business days (in the case of a Third Party Claim with respect to which a complaint has been filed) or 20 business days (in the case of all other Third Party Claims) after the indemnifying party receives notice of the Third Party Claim from the indemnified party, the indemnifying party will not be liable to the indemnified party for legal expenses incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party may, but need not, participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. If the indemnifying party has not assumed the defense of a Third Party Claim, the BioMarin Indemnitee(sindemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnified party shall cooperate in the defense or prosecution thereof with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of the indemnified party incurred in connection therewith and if the indemnifying party does not choose to defend or Alliant Indemnitee(s)prosecute a Third Party Claim, as the case indemnifying party shall cooperate in the defense or prosecution thereof by the indemnified party. Such cooperation shall include the retention and (upon the defending or prosecuting party's request) the provision to the defending or prosecuting party of records and information that are reasonably relevant to the 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 shall not have assumed the defense of a Third Party Claim, the indemnifying party agrees to waive any and all claims such indemnifying party may behave against the indemnified party arising out of the conduct of the defense thereof by the indemnified party, except for claims of gross negligence or willful misconduct on the party of the indemnified party related solely to the conduct of such defense. Whether or not the indemnifying party shall have assumed the right to defend, settle or otherwise dispose defense of such a Third Party Claim, subject the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, the Third Party Claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld. All Tax Claims shall be governed by Section 11(g). No reserves for Third Party Claims indemnified against by Seller pursuant to the applicable provisions of Section 13.1 or 13.211(b) shall be included in Closing Net Assets.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for an indemnified party to be entitled to any indemnification provided for under this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any Person (each such Person, an “Indemnitee”other than a party hereto) against the indemnified party (a "Third Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within twenty (20) Business Days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder obligations set forth in this Article IX except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, reasonably promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if the indemnifying party so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of party; provided that such counsel is not reasonably objected to by the defense, settlement or disposition of a Claim, indemnified party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own 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 expenses of such counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, subject the indemnified party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the applicable provisions indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party shall have assumed the defense of a Third Party Claim, neither the indemnifying party nor the indemnified party shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any other person, on behalf of itself and its respective BioMarin Indemnitees firm, governmental authority or Alliant Indemnitees corporation (each such Person, an a “IndemniteeThird Party Claim”), agrees the Indemnified Party must provide an Indemnification Notice to provide the indemnifying Indemnifying Party prompt relating to the Third Party Claim within thirty (30) days after receipt by such Indemnified Party of written notice of any actionthe Third Party Claim. Thereafter, claimthe Indemnified Party shall deliver to the Indemnifying Party, demandwithin five (5) business days after the Indemnified Party’s receipt thereof, discovery copies of fact, proceeding or suit all notices and documents (collectively, a “including court papers) received by the Indemnified Party relating to the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that . The failure to give provide such notification notice or deliver such copies to the Indemnifying Party in a timely manner shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder underlying indemnity claim except to the extent that the indemnifying Indemnifying Party is materially prejudiced thereby. If a Third Party Claim is made against the Indemnified Party, the Indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) be entitled to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and, if the Indemnifying Party so chooses and for so long as, the indemnifying Party has recognized acknowledges in a written notice to the Indemnitee provided within thirty (30) days of such written notice writing its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as Indemnified Party therefor, to assume the case may be) relating defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to such Claim; provided, however, that if the indemnifying Indemnified Party. Should the Indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof as long as the case may beIndemnifying Party continues to defend actively and in good faith such claim. If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to defendparticipate in the defense thereof and to employ counsel, settle at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or otherwise dispose settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim, subject with the out of pocket expenses of all such cooperation requested by the Indemnifying Party, if any, to be borne by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the applicable provisions entry of Section 13.1 judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnifying Party’s defense, compromise, settlement or 13.2consent to judgment.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under Section 6.3(a) in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any Person against the indemnified party (each such Person, an “Indemnitee”a "Third Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within 30 calendar days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failurefailure (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). The Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemnified party, the indemnifying Party has recognized party shall be entitled to participate in a written notice to the Indemnitee provided within thirty (30) days of such written notice defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as indemnified party therefor, to assume the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of party; provided that such counsel is not reasonably objected to by the defense, settlement or disposition of a Claim, indemnified party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party for separate counsel in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle at its own 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 fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or otherwise dispose of such Claimprosecution thereof, subject to the applicable provisions other party's confidentiality obligations under this Agreement. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of Section 13.1 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. Whether or 13.2not the indemnifying party 16 13 shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person against the indemnified party (each such Person, an “Indemnitee”a "Third Party Claim"), agrees such indemnified party must give notice to provide the indemnifying party in writing, and in reasonable detail, of the Third Party prompt Claim within five (5) Business Days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually prejudiced as a result of such failure. The Thereafter, the indemnified party shall deliver to the indemnifying party, within two (2) Business Days after the indemnified party's receipt thereof, copies of all notices and documents (includ­ing court papers) received by the indemnified party relating to the Third Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim. If a Third Party Claim for which is made against an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long asindemni­fied party, the indemnifying Party has recognized party shall be entitled to participate in a written notice the defense thereof and, if it so chooses, to assume the Indemnitee provided within thirty (30) days of such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claim; provided, however, that if defense thereof with counsel selected by the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, party. Should the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness party so elect to assume the defense of such a Third Party Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s)indemnifying party shall not be liable to the indemnified party for legal expenses subse­quently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, as the case may be, indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), settle or otherwise dispose at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnify­ing party shall control such defense. If the indemnifying party so elects to assume the defense of such any Third Party Claim, subject all of the indemnified parties shall cooperate with the indemnifying party in the defense or prose­cution thereof. Such cooperation shall include the reten­tion and (upon the indemnifying party's request) the provi­sion to the applicable provisions indemnifying party of Section 13.1 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. Whether or 13.2not the indemnify­ing party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indem­nified party shall agree to any settlement, compromise or discharge of a Third Party Claim which 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 Third Party Claim and which releases the indemnifying party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. Each PartyIn order for a party (the "indemnified party") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, on behalf arising out of itself and its respective BioMarin Indemnitees or Alliant Indemnitees involving a claim or demand made by any person, firm, governmental authority or corporation against the indemnified party (each such Person, an “Indemnitee”a "Third-Party Claim"), agrees to provide such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party prompt Claim within 15 days after receipt by such indemnified party of written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “the Third-Party Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to the indemnification (or the corresponding indemnifying Party’s indemnification obligations) provided hereunder except to the extent that the indemnifying Party party shall have been actually and materially prejudiced as a result of such failure. The Thereafter, the indemnified party shall deliver to the indemnifying party, within 5 business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. If a 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 and reasonably satisfactory to the indemnified 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 legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated participate in the preceding sentence ifdefense thereof and to employ counsel, and for so long asat its own expense, separate from the counsel employed by the indemnifying Party has recognized in a written notice to party, it being understood that the Indemnitee provided within thirty (30) days of indemnifying party shall control such written notice its obligation to indemnify the Indemnitee for any BioMarin Losses or Alliant Losses (as the case may be) relating to such Claimdefense; provided, however, that if such indemnified party shall pay the fees and expenses of such counsel unless the named parties to any such claim or proceeding include both such indemnified party and the indemnifying Party assumes control party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case, if such indemnified party informs the indemnifying party in writing that it elects to employ separate counsel at the expense of the defense, settlement or disposition of a Claimindemnifying party, the indemnifying Party party shall obtain not have the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness right to assume the defense of such claim or proceeding on behalf of such indemnified party), it being understood that the indemnifying party shall not, in connection with any one claim or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute any Third-Party Claim, all 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. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim, the BioMarin Indemnitee(s) indemnified party shall not admit any liability with respect to, or Alliant Indemnitee(ssettle, compromise or discharge, such Third-Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.